flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: litigant. It is a wrong against the institutions set up to protect and safeguard the public, institutions in which fraud cannot complacently be tolerated consistently with the good order of society ... The public welfare demands that the agencies of public justice be not so impotent that they must always be mute and helpless victims of deception and fraud. Id. at 246, 64 S.Ct. at 1001. The Law Firm Defendants’ motions to dismiss rest entirely on the argument that the Trustee cannot bring an independent action for damages for fraud on the court. The Court acknowledges that there is limited authority for awarding damages in an action brought for fraud on the court. See Chmil, Jr. v. Rulisa Operating Company (In the Matter of Tudor Associates, Ltd. II), 1990 WL 546146, *1 (E.D.N.C.) (<HOLDING>). However, the Court also notes that most Options: A. holding that the record supported the district courts award of damages B. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages C. holding that it was within the bankruptcy courts equitable powers to award damages in an action for fraud on the court D. holding that pursuant to federal statute and the courts inherent equitable powers a bankruptcy court had jurisdiction to issue a separate money judgment after determining the amount and dischargeability of a claim E. holding claimant waived right to jury trial on claims brought against it on behalf of bankruptcy estate when it submitted its proof of claim against the estate and subjected itself to the equitable powers of the bankruptcy court

assistant: The best answer is C. holding that it was within the bankruptcy courts equitable powers to award damages in an action for fraud on the court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You will be employed in the position of Chief Executive Officer of SWM, reporting directly to the SWM Board of Directors. Effective May 5, 2017, you will be the sole Chief Executive Officer of SWM.

assistant: Positions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: App 8, 288 Wis. 2d 804, 709 N.W.2d 497, the defendant bears a heavy burden in attempting to convince a reviewing court to set aside a jury's verdict on insufficiency of the evidence grounds. Id., ¶ 22 (citing State v. Allbaugh, 148 Wis. 2d 807, 808-09, 436 N.W.2d 898 (Ct. App. 1989)). ¶ 23. In Booker's trial, the girls' and the detective's testimonies regarding the content of the tape were admitted to prove the "harmful material" element of Wis. Stat. § 948.11. All of the’ witnesses explained that the video's dominant focus was on nudity and explicit sexual acts and suggested that the video had no additional plot line, meaningful dialogue or other notable qualities or characteristics. The girls characterized it as a "porno" video. Their descriptions of what they saw provi Cir. 1969) (<HOLDING>); State v. Tee & Bee, Inc., 229 Wis. 2d 446, Options: A. recognizing that the dc circuit has stated that by attempting to evaluate the credibility of opposing experts and the persuasiveness of competing studies the district court conflates the questions of the admissibility of expert testimony and the weight appropriately to be accorded such testimony by a factfinder B. holding that issues of prurient appeal and offensiveness to contemporary community standards were appropriately decided by a jury notwithstanding the lack of expert testimony C. holding that whether and to what extent a witnesss testimony should be believed is a matter to be decided by the jury that saw and heard the testimony not by an appellate court reviewing a transcript D. holding expert testimony was not required where jury is capable of determining existence of duty E. holding that defendants truthfulness and the credibility of and weight to be given expert medical testimony are issues of fact for jury

assistant: The best answer is B. holding that issues of prurient appeal and offensiveness to contemporary community standards were appropriately decided by a jury notwithstanding the lack of expert testimony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Option is documented by the records of the Committee or its delegate, which records shall be the final determinant of the number of Shares granted subject to the Option and the conditions of this Agreement. The Committee may amend or modify this Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option, provided that no such amendment or modification shall materially diminish the Optionee’s rights under this Agreement without his or her consent. Notwithstanding anything in this Agreement or the Plan to the contrary, this Option may be amended by the Company without the Optionee’s consent, including, but not limited to, modifications to any of the rights granted to the Optionee under this Agreement, at such time and in such manner as the Company may consider necessary or desirable to reflect changes in law (including for regulatory, legal and Company requirements relating to “executive compensation clawbacks”). Except as in accordance with the two immediately preceding sentences and Section 15(b), this Agreement may be amended, modified or supplemented only by an instrument in writing signed (electronically or manually) by both parties hereto.

assistant: Amendments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice or other communication required or permitted to be given to the Company shall be in writing and shall be delivered by certified mail with return receipt or delivered in person against receipt, addressed to the Company at 211 Warren Street, Suite 320, Newark, New Jersey 07103.

assistant: Notices
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

assistant: Jurisdictions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: RATE . All loans shall bear interest at a rate determined by the Benefits Department which shall be commensurate with the interest rates charged by persons in the business of lending money for similar loans. Subject to the foregoing, the terms of any loan shall be arrived at by mutual agreement between the Benefits Department and the Participant pursuant to a uniform, nondiscriminatory policy.

assistant: Interests
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Effective as of June 19, 2018, pursuant to the 2018 Amended and Restated Partnership Agreement, there was created classes of Units designated as “Series A Exchangeable Preferred Units” and “Series B Exchangeable Preferred Units,” and effective as of September 26, 2018 there is hereby created classes of Units designated as “Series C Exchangeable Preferred Units” and “Series D Exchangeable Preferred Units,” in each case with the designations, preferences and relative, participating, optional or other special rights, powers and duties as set forth in this Section 4.09 and elsewhere in this Agreement.

assistant: General
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See § 10.73.100(1). He also complied with the procedural requirements for filing a petition based on newly discovered evi dence: he filed the petition “with due diligence” after discovering the new evidence. Id. Dictado obtained the affidavit he claims is new evidence in February 1997 and he filed his petition the same month. Therefore, Dictado’s petition must be deemed “properly filed” even if it lacked merit. See Lovasz, 134 F.3d at 149 (“[W]e reject the notion that a meritless [state] petition cannot constitute ‘a properly filed application’ under § 2244(d)(2).”). The majority does not dispute the Third Circuit’s analysis in Lovasz. Rather, it claims this panel is bound by the Washington Supreme Court’s ultimate conclusion that Dictado’s petition was time-barred (W.D.Tex.1998) (<HOLDING>); Ellis v. Johnson, 11 F.Supp.2d 695, 697, 698 Options: A. holding that seventh application for postconviction relief which was rejected because evidence on which it was based was not properly authenticated was properly filed B. holding that third state petition for postconviction relief that was dismissed as an abuse of the writ was properly filed C. holding that petition was properly filed even though the state court denied it as procedurally barred because the petition was delivered to and accepted by the state court D. holding that second state petition for postconviction relief that was dismissed as frivolous and patently without merit was properly filed E. holding that a second or subsequent state petition for postconviction relief filed according to the procedural rules of the state constitutes a properly filed application without regard to the merits of the petition

assistant: The best answer is B. holding that third state petition for postconviction relief that was dismissed as an abuse of the writ was properly filed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the PIIA and the other documents referred to in this Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

assistant: Integration
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within four trading days of Purchaser’s purchase of each Note pursuant to this Agreement. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchaser or any of their Affiliates on the other hand, shall terminate. The Company and Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without regard to its principles of conflicts of laws. Executive: agrees to submit to the jurisdiction of the State of Georgia; agrees that any dispute concerning this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction in Georgia; and agrees that other than disputes involving SECTION 4 or SECTION 5, all disputes shall be settled through arbitration pursuant to SECTION 6.15. Executive waives any and all objections to jurisdiction or venue.

assistant: Governing Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 301. “ ‘First, the district court must examine whether proof of the state law claim requires interpretation of collective bargaining agreement terms.’ ” Ibid, (quoting DeCoe v. General Motors Corp., 32 F.3d 212, 216 (6th Cir.1994)). “The second step requires a court to ‘ascertain whether the right claimed by the plaintiff is created by the collective bargaining agreement or by state law.’” Ibid. Both criteria must be satisfied to avoid preemption. The plaintiffs claim plainly arises under the HRP, which was created by the collective bargaining agreement. The problem with the defendant’s argument is that the plaintiff has brought no state law claims. His argument for relief is based solely on ERISA, a federal statute that itself contains express preemption provisions b h Cir.1991) (<HOLDING>). The LMRA does not preempt the plaintiffs Options: A. holding state law claim substantially dependent upon interpretation of collective bargaining agreement must be dismissed for failure to use grievance procedure or as preempted by 301 of labor management relations act B. holding that an employees state law claim against employer for breach of settlement agreement arrived at by virtue of grievance process established by the collective bargaining agreement was preempted by labor management relations act C. holding state law claim preempted by 301 of labor management relations act only if application of state law requires interpretation of collective bargaining agreement D. holding that state law claim regarding breach of settlement agreement was preempted by federal labor law E. holding that former employees state law claim of fraud brought against his former employer was preempted by labor management relations act

assistant: The best answer is B. holding that an employees state law claim against employer for breach of settlement agreement arrived at by virtue of grievance process established by the collective bargaining agreement was preempted by labor management relations act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement or the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

assistant: Indemnifications
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Contracts listed on Schedule 4.10 are the only Contracts binding upon the Company Parties or by which any of the Company Capital Shares or any of the Company Parties’ assets are bound, requiring a consent, approval, authorization, order or other action of or filing with any Person as a result of the execution, delivery and performance of this Agreement or any of the Additional Agreements or the consummation of the transactions contemplated hereby or thereby, other than such consents, approvals, authorizations, orders or other actions or filings which, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

assistant: Consents
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Recipient acknowledges that, on the Payment Date when the Performance Shares are issued or otherwise delivered to Recipient, the Value (as defined below) on that date of the Performance Shares (as well as the amount of the Dividend Equivalent Cash Awards) will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts. To satisfy the required withholding amount, the Company shall first withhold all or part of the Dividend Equivalent Cash Awards, and if that is insufficient, the Company shall withhold the number of Performance Shares having a Value equal to the remaining withholding amount. For purposes of this Section 7, the “Value” of a Performance Share shall be equal to the closing market price for Company Common Stock on the last trading day preceding the Payment Date. Notwithstanding the foregoing, Recipient may elect not to have Performance Shares withheld to cover taxes by giving notice to the Company in writing prior to the Payment Date, in which case the Performance Shares shall be issued or acquired in the Recipient’s name on the Payment Date thereby triggering the tax consequences, but the Company shall retain the certificate for the Performance Shares as security until Recipient shall have paid to the Company in cash any required tax withholding not covered by withholding of the Dividend Equivalent Cash Awards.

assistant: Tax Withholdings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 6.2 , the Acquiror Company does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.

assistant: Subsidiaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: assume, without a scintilla of evidence, that Officer Grant informed Vetor, either from memory or by reading from his card, of the consequence of his refusal to submit to a breath test as required by Ind. Code 9-30-6-7(a). We find that Vetor met his burden of proof. In Zakhi, this court determined: To establish an adequate refusal under the implied consent statute, the arresting officer must convey the strong likelihood that suspension of driving privileges would follow the driver’s refusal to submit to a breathalyzer test. This is accomplished when the police officer informs the accused that refusal to take the test will result in the suspension of driving privileges. 560 N.E.2d at 686-87 (Citations omitted) (Emphasis added). See also Todd v. State, 566 N.E.2d 67, 70 (Ind.Ct.App.1991) (<HOLDING>). There is no evidence in the present case that Options: A. holding that probable cause existed to arrest for driving on a suspended license under state law B. holding insufficient officers advisement that defendants license may be suspended if he refused to submit to breath test when statute mandates that license will be suspended for refusal of chemical test C. holding that the admission of a certified document stating that defendants license was suspended was nontestimonial D. holding that denial of an independent chemical test after defendant refused to submit to a policeadministered test did not violate due process E. holding that a suspended lawyer remains subject to the disciplinary jurisdiction of the court for acts committed while suspended

assistant: The best answer is B. holding insufficient officers advisement that defendants license may be suspended if he refused to submit to breath test when statute mandates that license will be suspended for refusal of chemical test
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS ARTICLE III ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY. THE COMPANY HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, THE MERGER SUB OR ITS REPRESENTATIVES, INCLUDING ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE COMPANY OR THE TRANSFERRED SUBSIDIARIES, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THE COMPANY, ANY OF THE COMPANY’S SUBSIDIARIES AND ANY OF THE COMPANY OR THE TRANSFERRED SUBSIDIARIES RESPECTIVE ASSETS OR PROPERTIES, INCLUDING ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES.

assistant: Warranties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower will keep and maintain at all times at the Mortgaged Property or the Property Manager’s office, and upon Lender’s request will make available at the Mortgaged Property (or, at Borrower’s option, at the Property Manager’s office), complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property, in accordance with GAAP consistently applied (or such other method which is reasonably acceptable to Lender), and copies of all written contracts, Leases, and other instruments which affect the Mortgaged Property. The books, records, contracts, Leases and other instruments will be subject to examination and inspection by Lender at any reasonable time.

assistant: Records
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Debtor shall reimburse each Secured Party for its reasonable fees and costs incurred in connection with the DIP Obligations as and to the extent required under the DIP Intercompany Finance Documents, provided , however , that copies of all invoices of professional fees and expenses to be paid pursuant to this paragraph 2(c) shall be submitted to the U.S. Trustee and the proposed counsel to the Committee, if any, and the Debtor, the U.S. Trustee, the Ad Hoc Noteholder Group, and the Committee shall have ten (10) days following their receipt of such invoices to object to the reasonableness of the fees and expenses included in any such invoice. If any such objection is not resolved within seven (7) days after any such objection is interposed, a hearing with respect thereto shall be conducted at a regularly-scheduled omnibus hearing in the Chapter 11 Case; provided , however , that the Debtor shall pay any undisputed portion of such fees, costs, and expenses in the interim period.

assistant: Expenses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as the book value of Bluebird or whether the law firm’s lien was superior to the judgment lien. We conclude that the district court’s findings of fact regarding its valuation of Aubin’s 50% ownership in Bluebird are not sufficiently specific for appellate review. “Without proper findings of fact, we cannot perform our review function even though there may be evidence to support the judgment.” Chloride, Inc. v. Honeycutt, 71 N.C. App. 805, 806, 323 S.E.2d 368, 369 (1984). Accordingly, we vacate the district court’s decision to the extent it sets a value of zero for Aubin’s Bluebird stock and remand for further findings of fact regarding the value of that stock, including the methodology used in reaching that valuation. Cf. Patton v. Patton, 318 N.C. 404, 406, 348 S.E.2d 593, 595 (1986) (<HOLDING>). As in the equitable distribution context, if Options: A. holding that valuation should occur on the date of the trial at which property issues are determined B. holding the aggregate value of the land and its improvements is the controlling value C. holding that if the market value of an asset can be ascertained the decree should account for the change in value between the date of the decree and the timely execution of the distribution plan in the decree the distribution based on value at the distribution date D. holding that as to allocation of burdens it is not material that the facts of the case and the causes of the collision are peculiarly within the knowledge of the respondents we are not aware of any ground on which such an inconvenience can affect the rule of law which governs the rights of the parties internal quotation marks omitted E. holding in an equitable distribution case that the trial court should make specific findings regarding the value of a spouses professional practice and the existence and value of its goodwill and should clearly indicate the evidence on which its valuations are based preferably noting the valuation method or methods on which it relied internal quotation marks omitted

assistant: The best answer is E. holding in an equitable distribution case that the trial court should make specific findings regarding the value of a spouses professional practice and the existence and value of its goodwill and should clearly indicate the evidence on which its valuations are based preferably noting the valuation method or methods on which it relied internal quotation marks omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The number of shares of Stock issued to Optionee pursuant to this Agreement shall be adjusted by the Committee pursuant to Section 5.4 of the Plan, in its discretion, in the event of a change in the Company’s capital structure.

assistant: Adjustments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reinstate her state law contract claim, over which the district court declined to exercise jurisdiction pursuant to 28 U.S.C. § 1367(c). The parties will bear their own costs on this appeal. 1 . According to the NCAA rules, a student-athlete is eligible to participate in intercollegiate athletics for a total of four seasons within a five-year period. Because Smith’s five year-period of eli-. gibility has expired and, according to the NCAA her complaint seeks only declaratory relief, the NCAA concludes that her Title DC claim is moot. We disagree. Smith’s Title DC claim is not moot although her period of eligibility has expired because she retains a claim for damages. See Ellis v. Brotherhood of Ry., Airline & S.S. Clerks, 466 U.S. 435, 442, 104 S.Ct. 1883, 1889, 80 L.Ed.2d 428 (1984) (<HOLDING>); National Iranian Oil Co. v. Mapco Intern., Options: A. holding that such a theory is viable under title vii B. holding that an appeal was not moot because the amendment to the ordinance at bar did not give the petitioner the relief sought so that the petitioners claim and injury remain viable C. holding that a negligence claim is not a personal injury tort claim D. holding that a claim is not moot where there is a viable damages claim E. recognizing a challenge to jurisdiction as a viable claim

assistant: The best answer is D. holding that a claim is not moot where there is a viable damages claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or otherwise, with respect to this Agreement ... or for the appointment of a receiver or trustee of the Trust, or for any other remedy with respect to an event of default hereunder ...” (PSA § 6.07 (emphasis added).) This language makes “any other remedy with respect to an event of default” simply one category to which the no-action clause applies, in addition to “any proceeding ... with respect to this Agreement.” Consistent with other courts interpreting similar clauses, the Court concludes that the breadth of this provision— applying to “any proceeding, judicial or otherwise, with respect to this Agreement” — requires that the prerequisites for filing suit apply to Plaintiffs’ contract and tort claims. See Peak Partners, LP v. Republic Bank, 191 Fed.Appx. 118, 126-27 (3d Cir.2006) (<HOLDING>); Feldbaum, 1992 WL 119095, at *6 (interpreting Options: A. holding that new york law did not preclude an arbitrators award of punitive damages despite a new york choice of law provision because there was no indication in the contract that the parties intended to limit their remedies in arbitration B. holding under new york law that a noaction provision containing similar with respect to this indenture language barred negligence claims against a servicer C. holding that new york law applies to this matter D. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership E. recognizing a similar exception to its rule with respect to corporations

assistant: The best answer is B. holding under new york law that a noaction provision containing similar with respect to this indenture language barred negligence claims against a servicer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 31 at 26-27. Plaintiff does not attempt to identify a single similarly situated male who engaged in a single act of work performance deficiencies similar to, or as serious as, any of those cited by defendant as grounds for plaintiffs termination. Therefore, under defendant’s interpretation of “same or similar conduct,” plaintiff has not met her burden in establishing a prima facie case for summary judgment purposes. In summary, regardless of how “same or similar conduct” is defined, plaintiff is unable to establish the third element of her prima facie case. Thus, her claim of sex discrimination fails and it is unnecessary to examine the fourth element of a prima facie case or the issue of pretext. See Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) (<HOLDING>). See also Hawkins v. Ceco Corp., 883 F.2d 977, Options: A. holding that direct proof of intent to defraud is unnecessary and that it may be inferred from the act of the parties and from all circumstances B. holding trial court should have required segregation because tort claims entailed proof of facts unnecessary for proof of the contract claim C. recognizing that production of a written insurance policy was unnecessary to prove the existence of the policy because the proof required was proof of the fact of insurance and not of the contents of a writing D. holding that a failure of proof regarding a required element of a case necessarily renders all other facts immaterial and further analysis unnecessary E. holding that a failure to prove one essential element necessarily renders all other facts immaterial

assistant: The best answer is D. holding that a failure of proof regarding a required element of a case necessarily renders all other facts immaterial and further analysis unnecessary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby agrees to employ Executive and Executive accepts such employment, upon the terms and conditions stated herein. Executive acknowledges that OMGS will be considered his employer for certain purposes including making compensation payments to him, withholding taxes and issuing Form W-2s and other tax filings, and that his employment can be transferred to another Affiliate of the Company at any time; provided that the Company shall remain obligated to Executive hereunder. Initially, Executive will be based in the Company’s offices in Stamford, Connecticut; however Executive acknowledges that he will be required to travel consistent with his duties and responsibilities under this Agreement. Executive represents and warrants that Executive is free to enter into this Agreement and is not otherwise prohibited from doing so, or from performing his duties hereunder, by any contract or covenant with any person, company, or other entity.

assistant: Employment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

assistant: General
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.12 (and if such Subsidiary is also an Unrestricted MSB Subsidiary, it is designated as such on such Schedule) and all of the outstanding Equity Interests in such Persons have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.12 free and clear of all Liens except those created under the Security Documents. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.12 . All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and non-assessable. Set forth on Part (d) of Schedule 5.12 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.

assistant: Subsidiaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At the Closing, Seller shall pay the premium for the owner’s title insurance policy, all state and county transfer taxes (including, without limitation, any surtax or tax imposed on the transfer of intangibles) , if any, due on the deed of conveyance, and its own attorneys’ fees. Purchaser shall pay for the additional cost of an extended owner’s title insurance policy and any endorsements, its own attorneys’ fees, all survey costs, and all costs of recording any mortgage and financing statements, and intangible tax on the mortgage, and all costs of issuing any mortgagee’s title insurance policy, including, without limitation, any closing fee, the mortgagee’s title insurance premium and the costs of any endorsements required by the mortgagee . Each party shall bear the recording costs of any instruments received by that party, except that Seller shall pay the recording costs on documents necessary to clear title. Each party shall pay one-half of Escrow Agent’s fees and costs in accordance with the local custom of Maricopa County, Arizona.

assistant: Expenses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the “attorney-client privilege is a two-way street”). The purpose of the attorney-client privilege is to “encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice.” Upjohn Co. v. United States, 449 U.S. 383, 389, 101 S.Ct. 677, 66 L.Ed.2d 584 (1981). Clients must be able to consult their lawyers candidly, and the lawyers in turn must be able to provide candid legal advice. Chen, 99 F.3d at 1499-1501. A communication from the attorney to the client that does not contain legal advice may be protected if it “directly or indirectly reveal[s] communications of a confidential nature by the client to the attorney.” In re Fischel, 557 F.2d 209, 212 (9th Cir.1977) (<HOLDING>). Further, a communication from the attorney to Options: A. holding that the information is not protected by attorneyclient privilege B. holding that failure to timely assert attorneyclient privilege constitutes waiver C. holding attorneyclient privilege protects disclosure of communications but does not protect client from disclosure of underlying facts D. holding that a claim for ineffective assistance of counsel waives attorneyclient privilege E. holding that attorneyclient privilege did not protect attorneys summaries of clients business transactions

assistant: The best answer is E. holding that attorneyclient privilege did not protect attorneys summaries of clients business transactions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of whether evidence of a conviction for a third degree sexual offense is admissible for impeachment under Rule 5-609, the intermediate appellate court opined that the conviction was not relevant to credibility and thus inadmissible for impeachment purposes: As shown by an examination of section 3-307 of the Criminal Law Article, there are numerous ways that the State can convict a person under that section. The offense can be committed by various assaultive acts (see Section 3-307(a)(1)), but the offense can also be committed by nonassaultive means. See § § 3-307(a)(2), (3), (4), and (5). “[A]cts of violence generally have little, if any, bearing on honesty and veracity.” Prout, 311 Md. at 364, 535 A.2d 445. See also Fulp [v. State], 130 Md.App. [157] at 167[, 745 A.2d 438 (2000)] (<HOLDING>) Likewise, the non-assaultive ways that a Options: A. holding that an infamous crime under the arkansas constitution is a crime involving elements of deceit and dishonesty B. holding that larceny being a felony is an infamous crime C. holding that the crime of assault with intent to murder was neither an infamous crime nor a crime relevant to the witnesss credibility 130 mdapp at 167 745 a2d 438 D. holding that counsel did not admit the defendant was guilty of a crime when counsel noted that if the evidence established the commission of any crime that crime was voluntary manslaughter not murder E. holding that conviction of dueling was not an infamous crime under former state constitutional provision disenfranchising persons convicted of an infamous crime but concluding that the right to hold public office was separate from the right of suffrage

assistant: The best answer is C. holding that the crime of assault with intent to murder was neither an infamous crime nor a crime relevant to the witnesss credibility 130 mdapp at 167 745 a2d 438
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

assistant: Counterparts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and sent notice letters in March 2010 and May 2011, and then filed suit in early 2012. (Opp’n 8 (citing notice letters, Rowland Deck Exs. 18 and 20).) Defendant has not shown an absence of genuine dispute that Plaintiff knew, or in the exercise of reasonable diligence, should have known before 2010 that Defendant was selling products that utilized Plaintiffs patents beyond those that Defendant licensed in 2004. That is particularly so since Defendant could have taken, but chose not to take, a license to either the '426 or '067 Patent in 2004. Plaintiffs evidence, which must be credited on summary judgment, shows that it believed that Defendant was operating within the parameters of the license. See Gasser Chair Co. v. Infanti Chair Mfg. Corp., 60 F.3d 770, 774 (Fed.Cir.1995) (<HOLDING>). Nor has Defendant shown the absence of a Options: A. holding that patentees testimony of his belief that the defendant would comply with a 1979 agreement supported the reasonable inference that patentee had no reason to sue until at least 1986 when patentee saw evidence of infringement B. holding that evidence that the infringer was not the principal or the sole cause of the patentees lost sales does not rebut the presumption of irreparable harm C. holding that the court correctly denied a mistrial when the statement that the witness saw the defendant when the defendant was signing in as a condition of bail was brief and added nothing to the governments case D. holding that a reasonable inference need not be the sole possible inference E. holding that once a defendant established prior art anticipating the asserted claims the burden was on the patentee to come forward with evidence to the contrary

assistant: The best answer is A. holding that patentees testimony of his belief that the defendant would comply with a 1979 agreement supported the reasonable inference that patentee had no reason to sue until at least 1986 when patentee saw evidence of infringement