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 legal provision and list the applicable contract clause categories. Provision: The Company’s existence shall commence on the effective date of the initial filing of the Certificate and shall continue until the Company terminates pursuant to Article X . The Company shall not conduct business until the Certificate has been filed with the Secretary of State of Delaware.

assistant: Terms
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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9.3 if a host cancels a confirmed booking , the guest will receive a full refund of the total fees for such booking and airbnb may publish an automated review on the listing cancelled by the host indicating that a booking was cancelled .

assistant: None
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: fails. ¶19 Accordingly, we hold that the criminal attempt statute codified in RCW 9A.28.020 does not violate the Washington State Constitution’s single-subject and subject-in-title rule contained in article II, section 19. ¶20 A majority of the panel having determined that only the foregoing portion of the opinion will be printed in the Washington Appellate Reports and that the remainder shall be filed for public record in accordance with RCW 2.06.040, it is so ordered. Worswick and Sutton, JJ., concur. Review denied at 182 Wn.2d 1024 (2015). 1 RCW 9.94A.570. 2 RCW 9A.28.020. 3 Pierce County, 144 Wn. App. at 820 (quoting City of Burien v. Kiga, 144 Wn.2d 819, 825, 31 P.3d 659 (2001)). 4 See Citizens for Responsible Wildlife Mgmt. v. State, 149 Wn.2d 622, 632, 636, 71 P.3d 644 (2003) (<HOLDING>); Kiga, 144 Wn.2d at 825 (holding title “Shall Options: A. holding that trespass to try title is the method for determining title to real property B. holding that void deed is neither title nor color of title C. holding title shall it be a gross misdemeanor to capture an animal with certain bodygripping traps or to poison an animal with sodium fluoroacetate or sodium cyanide was a general title D. recognizing that most other courts apply title vii principles to title ix cases but refusing to apply title viis knew or should have known standard to a title ix claim E. holding title shall voter approval be required for any tax increase license tab fees be 30 per year for motor vehicles and existing vehicle taxes be repealed was a general title

assistant: The best answer is C. holding title shall it be a gross misdemeanor to capture an animal with certain bodygripping traps or to poison an animal with sodium fluoroacetate or sodium cyanide was a general title
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: with a “foster agency representative” and K.N.D.’s guardian ad litem. The record does not contain a transcript of this hearing. However, the trial court entered an order that same day finding that there is sufficient evidence to satisfy a person of ordinary prudence and caution that: (1) there was a danger to the physical health or safety of the child which was caused by an act or failure to act of the person entitled to possession and for the child to remain in the home is contrary to the welfare of the child; (2) the urgent need for protection required the immediate removal of the child and makes efforts to eliminate or prevent the child’s removal impossible or unreasonable; and (3) notwithstandi ., No. 03-12-00113-CV, 2012 WL 3629435, at *7-8 (Tex.App.-Austin Aug. 23, 2012, no pet.) (<HOLDING>); In re S.N., 287 S.W.3d 183, 190 Options: A. holding evidence sufficient to show child was removed under chapter 262 for abuse or neglect when undisputed evidence showed family service plan stated reason for involvement with family was two referrals alleging neglectful supervision and physical abuse caseworker testified to basis of referrals and the record eontained the trial courts temporary order following an adversary hearing which appointed dfps as temporary managing conservator and included the findings required by section 262201 of the family code B. holding that a wife with a child from a prior relationship was not entitled to use and possession of the family home C. holding it is proper to defer to the family court even if conflicting evidence is presented on appeal as long as ample evidence in the record supports the family courts findings and conclusions D. holding in termination of fathers rights that evidence was sufficient to support finding children were removed for abuse or neglect when previous decree reflected trial court made findings that children were removed from mother under chapter 262 for abuse or neglect E. holding that evidence was sufficient that child was removed under chapter 262 for abuse or neglect when record contained evidence that parent made no effort to contact child left at shelter and trial court made findings of immediate danger to childs physical health or safety in emergency temporary order

assistant: The best answer is A. holding evidence sufficient to show child was removed under chapter 262 for abuse or neglect when undisputed evidence showed family service plan stated reason for involvement with family was two referrals alleging neglectful supervision and physical abuse caseworker testified to basis of referrals and the record eontained the trial courts temporary order following an adversary hearing which appointed dfps as temporary managing conservator and included the findings required by section 262201 of the family code
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: Executive will be entitled to 40 days (8 weeks) of paid vacation per calendar year (earned pro rata over the course of the year), subject to the Company’s standard vacation policies. Beginning with 2016, any unused vacation for a given calendar year shall accrue, and the aggregate value of any unused accrued vacation shall be paid to Executive upon the termination of Executive’s employment with the Company, provided that Executive has submitted a report to the Committee within 30 days following the end of each calendar year reporting on the number of accrued and unused vacation days for such year and the total number of accrued but unused vacation days for all prior years commencing after 2016.

assistant: Vacations
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 might arguably fall outside the scope of Rule 606(b) are: (1) Porter’s statement that Taylor informed juror Hart, her ex-fiance, that her mother had purchased William’s product; and (2) Porter’s statement that Taylor said she observed juror Hart talking openly with non-jurors' about his belief that the McCorkles were guilty and his hatred toward William’s lawyer, F. Lee Bailey. We cannot say, on the record presented to us, that either of these statements show extrinsic influence on Juror Hart or any other juror. Porter’s Affidavit does not allege that Hart was influenced by these external communications, and neither William nor Chantal offer any other evidence to show that juror Hart was influenced in any way. See United States v. Watchmaker, 761 F.2d 1459, 1465 (11th Cir.1985) (<HOLDING>). Cf. United States v. Barshov, 733 F.2d 842, Options: A. recognizing that failure to hold a hearing constitutes ah abuse of discretion only where there is evidence that the jury was subjected to influence by outside sources B. holding that allegations of influence by an unnamed person outside the jury required the holding of an evidentiary hearing to determine extrinsic influence C. holding that defendants waived any challenge to the trial courts failure to hold an evidentiary hearing D. holding failure to exercise discretion is abuse of discretion E. holding that the lower court was not required to hold a hearing on a motion to transfer

assistant: The best answer is A. recognizing that failure to hold a hearing constitutes ah abuse of discretion only where there is evidence that the jury was subjected to influence by outside sources
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: only as an owner of the items); Rojas v. State, 226 Ga. App. 688, 689-690 (487 SE2d 455) (1997) (determining that where the “complaint specifically names the property as defendants and there is nothing in it or the order granting forfeiture that suggests [the property owner] would have any personal liability,” case is “clearly in rem”); see generally Murphy v. State, 267 Ga. 120, 121 (475 SE2d 907) (1996) (explaining that, while OCGA § 16-13-49 has punitive aspects, the statute serves the nonpunitive goals, among others, of rendering illegal behavior unprofitable, ensuring that persons do not profit from their illegal acts, and removing from circulation forbidden items unlawfully used or intended for illegal use); Gravley v. State of Ga., 285 Ga. App. 691, 692 (1) (647 SE2d 372) (2007) (<HOLDING>). 8 Walker, supra at 529-530 (1) (c) Options: A. holding that the district court properly exercised jurisdiction over a criminal forfeiture action where a state court in a related state court forfeiture proceeding had in personam jurisdiction over the same currency subject to forfeiture B. holding that a 881 forfeiture proceeding is a civil in rem action that is independent of any factually related criminal actions C. recognizing that although the statute ocga 161349 governing forfeitures is in the criminal code such forfeiture action is a civil proceeding D. holding that a criminal acquittal does not have collateral estoppel effect on a later civil forfeiture proceeding based on the same conduct E. holding a forfeiture provision to be a civil action despite its codification in the states criminal code

assistant: The best answer is C. recognizing that although the statute ocga 161349 governing forfeitures is in the criminal code such forfeiture action is a civil proceeding
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: From and after the Closing, Seller will execute all documents and do all such further deeds, acts, things and assurances that may be reasonably requested by Buyer for more perfectly and absolutely assigning, Transferring, assuring to and vesting in Buyer title to the Assets, free and clear of all Liens and Debt (except Permitted Liens), and for carrying out the intention of or facilitating the performance of the terms of this Agreement.

assistant: Further Assurances
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: Subject to the vesting set forth immediately below, This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m., New York, New York time on the tenth (10th) anniversary of the Warrant Date (the “Exercise Period”). On the First Closing Date (as defined in the Securities Purchase Agreement), 2,609,913 shares of Common Stock shall vest and shall be exercisable at anytime. On the Second Closing Date (as defined in the Securities Purchase Agreement), 4,971,264 shares of Common Stock shall vest and shall be exercisable at anytime (the “Second Closing Warrant Shares”). On the Third Closing Date (as defined in the Securities Purchase Agreement), 2,485,632 shares of Common Stock shall vest and shall be exercisable at anytime (the “Third Closing Warrant Shares”). In the event that the Second/Third Closing is not consummated by the 90 th day after the Increase (as defined in the Securities Purchase Agreement) becomes effective, then this Warrant solely with respect to the Second Closing Warrant Shares and the Third Closing Warrants Shares shall automatically terminate and thereafter be null and void.

assistant: Vesting
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: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.

assistant: Waiver Of Jury Trials
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 passage of SORNA created brand new sex offender registration requirements; such that anything done prior to the passage of SORNA, prior to the promulgation of SORNA regulations and/or prior to Maine implementing those regulations does not fall under the purview of SORNA and cannot be subject to prosecution under 18 U.S.C. § 2250. Thus, under Defendant’s view, Gagnon and all sex offenders who were subject to sex offender registration requirements prior to the passage of SORNA are not subject to any of SORNA’s requirements or penalties until all of the improvements contemplated by SORNA are fully implemented. In the Court’s assessment, SORNA does not create such a brave new world. See, e.g., United States v. Fuller, No. 5:07-cr-462, 2008 WL 2437869 at *2 (N.D.N.Y. June 13, 2008) (<HOLDING>); United States v. David, No. 1:08CR11, 2008 WL Options: A. holding it was not impossible for a defendant to register pursuant to sorna simply because state had not completed implementation of sorna and collecting cases with similar holdings B. holding that the general assembly intended to provide the tax collecting authorities with alternative methods for collecting taxes C. holding that the federal register notice requirements do not apply to federal criminal statutes D. holding that a school was not a state actor even though it had to comply with many state regulations to be eligible for state funding and almost all of its students had been referred to it by the state E. holding that an individual who is required to register as a sex offender is not in custody

assistant: The best answer is A. holding it was not impossible for a defendant to register pursuant to sorna simply because state had not completed implementation of sorna and collecting cases with similar holdings
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 several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Agreement shall become effective when counterparts hereof executed on behalf of the Borrower, each other Loan Party and the Lender, shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Agreement by email (e.g. “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

assistant: Effectiveness
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 and Guarantors shall indemnify, defend and hold harmless the Depositary Agent, and in its capacity as such, Depositary Agent’s respective officers, directors, shareholders, controlling persons, employees, agents and servants (collectively, the “ Depositary Indemnitees ”), with respect to its performance under the Depositary Agreement pursuant to the terms of, and subject to the terms and limitations of, Section 12.03 ( Expenses; Etc. ) of the Loan Agreement as in effect on the date of this Depositary Agreement (and each Depositary Indemnitee shall be an “Indemnitee” as defined in the Loan Agreement). No provision of this Depositary Agreement shall be construed to relieve Depositary Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct as finally determined by a non-appealable order from a court of competent jurisdiction. Depositary Agent shall be under no liability to pay interest on any money received by it hereunder except as otherwise agreed with Administrative Agent or Borrower and except to the extent of income or other gain on investments that are deposits in or certificates of deposits or other obligations of Depositary Agent in its commercial capacity and income or other gain actually received by Depositary Agent on Permitted Investments. In no event shall the Depositary Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether such Depositary Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

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 case excerpt and choose the best holding from the options. Case excerpt: 108 S.Ct. 2510, 101 L.Ed.2d 442 (1988). The Supreme Court has noted that “the selection of the appropriate design for military equipment to be used by our Armed Forces is assuredly a discretionary function.” Id. In order for a contractor to claim the government contractor defense, (1) the government must have approved “reasonably precise” specifications; (2) the equipment must have conformed to those specifications; and (3) the supplier/contractor must have warned of those equipment dangers that were known to the supplier/contractor, but not to the government. See Boyle, 487 U.S. at 512, 108 S.Ct. 2510; Stout, 933 F.2d at 336. The government need not prepare the specifications to be considered to have approved them. See Trevino v. General Dynamics, 865 F.2d 1474, 1480 (5th Cir.1989) (<HOLDING>). To determine whether “substantive review” Options: A. holding that there was adequate opportunity when state court judicial review of an administrative proceeding was available B. holding that substantive review is adequate C. holding that pennsylvanias full judicial review of a denied building permit is adequate process D. holding that a petition for review is an adequate substitute for habeas corpus E. holding that standard of review is a matter of procedural rather than substantive law

assistant: The best answer is B. holding that substantive review is adequate
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: in conduct which constitutes a substantial step toward the com mission of the crime, thus creating circumstances strongly corroborative of criminal intent. United States v. McDowell, 705 F.2d 426, 427-28 (11th Cir.1983); United States v. Mandujano, 499 F.2d 370, 376 (5th Cir.1974). On appeal, Moore only argues that the government failed to produce sufficient evidence that he engaged in conduct constituting a substantial step toward the commission of the crime. A substantial step must be shown by objective acts that are strongly corroborative of criminal intent. United States v. Carothers, 121 F.3d 659, 661 (11th Cir.1997). A substantial step does not require an actual exchange so long as other objective acts corroborate an intent to complete the crime. See McDowell, 705 F.2d at 427-28 (<HOLDING>). Here, there was sufficient evidence for the Options: A. holding that the defendants prior drug conviction for simple possession did not constitute a controlled substance offense because the plain language of 4b12b requires that the prior conviction involve possession with intent to distribute B. holding that the defendant had completed a substantial step toward possession with intent to distribute despite defendants refusal to complete the transaction based on acts including 1 a prior drug transaction 2 recorded phone conversations about a possible cocaine deal 3 defendants trip to the site of the deal and 4 defendants conversations with the informant at the location of the deal C. holding that evidence that defendants had participated in several prior drug transactions was properly admitted to establish defendants intent to distribute narcotics D. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step E. holding that a prior conviction for possession with intent to distribute cocaine is admissible under rule 609

assistant: The best answer is B. holding that the defendant had completed a substantial step toward possession with intent to distribute despite defendants refusal to complete the transaction based on acts including 1 a prior drug transaction 2 recorded phone conversations about a possible cocaine deal 3 defendants trip to the site of the deal and 4 defendants conversations with the informant at the location of the deal
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 in two or more counterparts and by facsimile or electronic (e.g., pdf) signatures, which taken together still constitute collectively one agreement. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart with each party’s counterpart, facsimile or electronic signature.

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: constructively possessed the marijuana beyond a reasonable doubt. See State v. LaPlante, 2002 SD 95, ¶ 87, 650 N.W.2d 305, 314 (determining that obvious evidence of drug activity in the basement of mother and father’s home by their sons supported a finding that mother and father had knowledge of drug use, storage and sale occurring in the home). The trier-of-fact is “permitted to consider the circumstances surrounding the discovery of the drugs.” United States v. Flores, 362 F.3d 1030 (8th Cir.2004)(upholding drug convictions based on constructive possession of methamphetamine found in the spare tire of a vehicle in light of evidence of a close relationship and drug conspiracy between driver and passenger of the vehicle). See also United States v. Lee, 356 F.3d 831, 837 (8th Cir.2003) (<HOLDING>). The evidence presented at trial, including Options: A. holding evidence establishing the intent of the defendants to distribute drugs also permits the inference they intended to exercise dominion over them to demonstrate constructive possession B. holding that constructive possession exists where one knowingly has the power and the intention at a given time to exercise dominion and control over an object either directly or through others C. holding that proof that the person has dominion over the premises where the firearm is located is sufficient to establish constructive possession citation omitted D. holding that an inference of intent to distribute was not warranted from the possession of one ounce of cocaine E. holding the large quantity of drugs sufficient evidence of intent to distribute

assistant: The best answer is A. holding evidence establishing the intent of the defendants to distribute drugs also permits the inference they intended to exercise dominion over them to demonstrate constructive possession
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: to the issues presented in the original federal litigation. Upon careful review of the complaints submitted in the Saunders cases with the original Canady I complaint, we find no perceivable difference in the issues presented. Each petition alleges that appellants, as a class, identified by the same definition, were harmed by the same redlining practices employed by the homeowners’ insurance industry. Appellants may not file what is essentially the same action, albeit under different legal theories, in state court merely to obtain a more favorable result than the one already obtained in their first choice of forum. See Kansas Pub. Employees Ret. Sys. v. Reimer & Roger Assocs., Inc., 77 F.3d 1063, 1070 (8th Cir.) (reasoning that a federal injunction 1326, 1334 (11th Cir.1999) (<HOLDING>). As stated above, this case was brought Options: A. holding that an appellate court may not consider an issue not presented to the trial judge on appeal from final judgment on the merits B. holding that although a district courts standing determination conclusively resolves a disputed question and settles an important issue separate from the merits of the case courts have recognized that the issue of standing is not effectively unreviewable on appeal from final judgment C. holding that lack of a separate judgment does not preclude the taking of an appeal from a district courts final decision because the parties may waive the separate judgment requirement where one has accidentally not been entered D. holding the issue of standing is waived if not asserted at the district court level E. holding individual standing issue waived

assistant: The best answer is B. holding that although a district courts standing determination conclusively resolves a disputed question and settles an important issue separate from the merits of the case courts have recognized that the issue of standing is not effectively unreviewable on appeal from final judgment
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: If the foregoing is acceptable to you, please sign a copy of this Final Release Agreement and return a PDF of the Final Release Agreement to me by email. Y ou may take up to forty-five (45 ) days from today to consider, sign and return this Final Release Agreement. In addition, you may revoke the Final Release Agreement after signing it, but only by delivering a signed revocation notice to me within seven (7) days of your signing this Final Release Agreement. You acknowledge that your execution of this Final Release Agreement is a condition to your receipt of all payments and benefits offered to you as part of the Program described in Exhibit D to the Separation Agreement, and that you have received the information set forth in Exhibit D along with any updates to such Exhibit D as of the date you sign this Final Release Agreement. This Final Release Agreement shall be effective on the eighth day after you sign and return it (“ Effective Date ”). You agree that under no circumstances shall you sign or return this Final Release Agreement prior to the day following the Separation Date.

assistant: Effective Dates
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: was given the opportunity to do so. Cf. Sub-Zero Freezer Co. v. R.J. Clarkson Co., 308 S.C. 188, 191, 417 S.E.2d 569, 571 (1992) (indicating by analogy, “claims [that] were either litigat[ed] in the prior actions or could have been so litigated” may not be relitigated in a subsequent action). In this case, the court’s order, granting Morgan a divorce and finding the parties had one child, clearly “disposed of every issue in the case, directed judgment” and contained binding instructions for the parties. See Adickes, 21 S.C. at 259; Corbin, 351 S.C. at 621, 571 S.E.2d at 97. Because Neely never appealed the final decree it is the law of the case and cannot now be challenged or ignored. See ML-Lee Acquisition Fund, L.P. v. Deloitte & Touche, 327 S.C. 238, 241, 489 S.E.2d 470, 472 (1997) (<HOLDING>). Thus, we find the divorce decree was a final Options: A. holding a trial judges unappealed procedural rulings become the law of the case B. holding that a ruling from a prior decision of this court becomes the law of the case that cannot be challenged in a later proceeding quotation marks omitted C. holding an unappealed ruling is the law of the case and cannot be later challenged D. holding that an exhaustion of appellate remedies is required to make a trial courts ruling the law of the case E. holding that an unappealed ruling right or wrong is the law of the case

assistant: The best answer is C. holding an unappealed ruling is the law of the case and cannot be later challenged
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: damages which are fairly attributable to defendants’ conduct, etc., speak to the practical considerations of why such a claim should not be allowed. Simply put, plaintiff cannot show that defendants’ alleged conduct was the proximate cause of its injuries. Id. at 944-945. The same conclusion has been reached in every other cigarette case alleging breach of a special duty of which this Court is aware. See, e.g. Wright v. Brooke Group, 652 N.W.2d 159, 178 (Iowa 2002) (“We do not think the defendants’ statements that they would report on the results of them research into the health effects of cigarette smoking was an undertaking to render a service to its customers.”); Ky. Laborers Disk Council Health & Welfare Trust Fund v. Hill & Knowlton, Inc., 24 F.Supp.2d 755, 774 (W.D.Ky. 1998) (<HOLDING>); Mass. Laborers’ Health & Welfare Fund v. Options: A. holding that any member of the general public can initiate an action to raise issues involving the public trust in air water or other natural resources of the state B. holding that the crucial distinction that rendered the public entity liable for a private actors inaccessibility was that the public entity had contracted with the private actor for it to provide aid benefits or services to beneficiaries of the public entitys redevelopment program C. holding that if property is not property1 of the public entity then the public entity cannot be subject to suit under the dangerous condition waiver D. recognizing an individuals right of privacy in the content of health records and noting that health records are the property of the health care entity maintaining them E. holding that cigarette manufacturers pledges of resources to assist the scientific and public health communities with tobacco research did not undertake to do anything specific for any particular person or entity

assistant: The best answer is E. holding that cigarette manufacturers pledges of resources to assist the scientific and public health communities with tobacco research did not undertake to do anything specific for any particular person or entity
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 in counterparts (or by combining electronic and/or original signatures into one or more counterparts), all of which together shall constitute an agreement binding on all parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Electronic copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

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 legal provision and list the applicable contract clause categories. Provision: Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party and each of its Restricted Subsidiaries owns or has the right to use all Intellectual Property and other rights related thereto necessary for the present conduct of its business, and operates their respective businesses without any known infringement, violation or conflict with the Intellectual Property rights of others.

assistant: Intellectual Property
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: All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Acquiree Company and/or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation by them of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiree Company or the Acquiree Company Record Owners, as the case may be, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on the Acquiree Company or the Acquiror Company.

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: The Company agrees to employ Executive, and Executive hereby desires to be employed by the Company to serve as Senior Vice President & General Manager – Engineered Components, upon the terms and conditions as set forth in this Agreement on an at-will basis, for the period beginning on February 25, 2019 (the “ Effective Date ”) unless and until his employment is terminated pursuant to Section 4 hereof (such period, the “ Employment Period ”) . Executive acknowledges that either he or the Company may terminate his employment at any time for any reason.

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 case excerpt and choose the best holding from the options. Case excerpt: pierce the corporate veil so as to reach individual stockholders” (emphases added)); see also Port Chester Electric Const. Co. v. Atlas, 40 N.Y.2d 652, 656-57, 389 N.Y.S.2d 327, 357 N.E.2d 983 (N.Y.1976) (finding that the owner of a judgment-proof corporation had fraudulently conveyed its assets to other entities that the owner controlled, but declining to pierce the corporate veil on that basis). By the same token, evidence that a controlling party executed a constructively fraudulent transfer with a deceitful or unjust purpose can justify veil-piercing, even absent a successful claim under DCL § 276. See Atateks Foreign Trade Ltd. v. Private Label Sourcing, LLC, No. 07-CV-6665, 2009 WL 1803458, at *15-16, *18 (S.D.N.Y. June 23, 2009) (Baer, J.), aff'd, 402 Fed.Appx. 623 (2d Cir.2010) (<HOLDING>). E. Burdens of Proof The parties agree — and Options: A. holding that a corporations payment of commissions to one of its owners was constructively fraudulent under dcl 273 and justified piercing the corporate veil because the commissions were inappropriately transferred for the owners personal use without compensation to the corporation apparently as part of a kickback scheme devised by the owner B. holding that the district court had personal jurisdiction over the defendant when the site of a copyright owners alleged injury is the location of the copyright owner C. holding that individual owners lacked standing to assert the loss of a business opportunity that belonged to their firm and not to them individually noting that had the corporation declared bankruptcy it is certain that the owners would not be so quick to request that we disregard the corporate form D. recognizing that the right of redemption is one of the most important rights provided by the states to owners of real property E. holding that deference to the guidelines depends on the thoroughness of the commissions analysis and the validity of its reasoning

assistant: The best answer is A. holding that a corporations payment of commissions to one of its owners was constructively fraudulent under dcl 273 and justified piercing the corporate veil because the commissions were inappropriately transferred for the owners personal use without compensation to the corporation apparently as part of a kickback scheme devised by the owner
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 Plan has been approved by the Board to be effective as of March 31, 2007, subject to the approval of the stockholders of the Company. The Plan shall remain in effect until terminated by action of the Board; provided, however, that no Awards may be granted hereunder after the tenth anniversary of its initial effective date.

assistant: Terms
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: the extrinsic and charged offenses.”). The rationale is that if “the defendant had unlawful intent in the extrinsic offense, it is less likely that he had lawful intent in the present offense.” Beechum, 582 F.2d at 911. But to understand whether two acts have the same intent, we must define the “intent” at issue. In Watson’s case, the United States tells us that it is the “intent to smuggle aliens.” See, e.g., 8 U.S.C. §§ 1324(a)(2) (punishing “[a]ny person who, knowing or in reckless disregard of the fact that an alien has not received prior official authorization to come to, enter, or reside in the United States, brings to or attempts to bring to the United States in any manner whatsoever, such alien”), 1327; see also United States v. Dominguez, 661 F.3d 1051, 1068 (11th Cir.2011) (<HOLDING>). Watson agrees on this point. Consequently, Options: A. holding that the phrase resident alien means an alien lawfully residing in the united states B. holding that the district court did not err in refusing to give the defendants requested instruction concerning his mistaken belief about united states citizenship because the court had given an instruction covering the elements of the crime including the mens rea element C. holding that the crime of bringing aliens to the united states is complete when the initial transporter who brings the aliens to the united states ceases to transport them D. holding that district courts acceptance of a defendants guilty plea to bringing an unlawful alien into the united states under 8 usc 1324alai was plain error in part because the defendant did not accompany or arrange to have a person accompany the alien across the border and we have found no case where a defendant has been convicted under clause i of this statute for bringing an alien into the united states except where the defendant accompanied or arranged to have the alien accompanied as in a smuggling operation across the border E. holding that 1324a2 requires the mens rea of knowingly bringing an alien to the united states

assistant: The best answer is E. holding that 1324a2 requires the mens rea of knowingly bringing an alien to the united states
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and

assistant: Yes
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 filing required or permitted under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company’s corporate headquarters address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Participating Employer’s records.

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: You will be paid on a salary basis at a rate of $21,153.85 per bi-weekly pay period, representing payment for all hours worked by you for Foundation Medicine, equivalent to an annualized base salary of approximately $550,000 (“ Base Salary ”). The Base Salary will be paid in accordance with Foundation Medicine’s standard payroll practices and subject to customary deductions and withholdings as required by law. You will be eligible to participate in annual merit salary increases, in the discretion of the Board or the Compensation Committee of the Board (the “ Compensation Committee ”), in accordance with the Company’s compensation practices. To be eligible for a merit increase, you must be employed by September 30 of the previous year.

assistant: Base Salary
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 has been and, at or prior to the Closing, each other Transaction Document to be delivered at the Closing will be, duly executed and delivered by the Company. This Agreement constitutes and, upon the execution and delivery thereof by the Company, each other Transaction Document will constitute, the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) general principles of equity.

assistant: Enforceability
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 filing required or permitted to be given to the Company or the Participant under this Agreement will be sufficient if in writing and hand-delivered, or sent by registered or certified mail, in the case of the Company, to the principal office of the Company, directed to the attention of the Company, and in the case of the Participant, to the last known address of the Participant indicated on the employment records of the Company. Such notice will be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Notices to the Company may be permitted by electronic communication according to specifications established by the Company.

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 Borrower and its Significant Subsidiaries have filed all United States Federal income tax returns and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any such Significant Subsidiary, except (a) any taxes that are being or promptly will be contested in good faith by appropriate actions or proceedings and for which the Borrower or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) any tax returns or taxes to the extent that the failure to file such tax returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect.

assistant: Taxes