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: plaintiffs ERISA claim accrued. Even when relying on an analogous state statute of limitations, federal courts look to federal common law for purposes of deciphering the accrual date of a cause of action under a federal statute. See Cada v. Baxter Healthcare Corp., 920 F.2d 446, 450 (7th Cir.1990), cert. denied, 501 U.S. 1261, 111 S.Ct. 2916, 115 L.Ed.2d 1079 (1991). In employment discrimination cases, the injury arises when the adverse employment action is communicated to the plaintiff, not when the ill effects of the decision are felt by the plaintiff. Delaware State College v. Ricks, 449 U.S. 250, 260, 101 S.Ct. 498, 66 L.Ed.2d 431 (1980). Accrual is not delayed until the employee’s discovery of the alleged unlawful nature of the decision. Id; Cf. Marquardt, 1994 WL 171698, at *5 (<HOLDING>) (citing Johnston, 218 Kan. at 548, 545 P.2d Options: A. holding that limitations period on employment discrimination claim triggered on date of discharge not on date of discovery of discriminatory intent B. holding that unlike malicious prosecution claim false arrest claim accrues on the date of the arrest C. recognizing the tort of retaliatory discharge D. holding that the employers discharge of the plaintiff four months after the plaintiff filed a discrimination claim is insufficient to establish a prima facie case of retaliatory discharge E. holding retaliatory discharge claim accrues on the date plaintiff receives notice of termination

assistant: The best answer is E. holding retaliatory discharge claim accrues on the date plaintiff receives notice of termination
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 and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other similar intellectual property rights necessary or material for use in connection with their respective businesses as described in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a notice (written or otherwise) that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable (other than patent and trademark applications) and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: would not have recovered anything even in the absence of a grant of derivative standing to Hyundai. Or, if the estate has additional assets and the JT & T parties have a small, secured claim that is superior to all other claims, then they will likely recover on their claim regardless of whether the adversary action brought by Hyundai is successful. In either of these scenarios, permitting Hyundai to pursue the avoidance and recovery action could hardly be said to have a negative impact on the JT & T parties’ interests as creditors. See In re The Watch Ltd., 257 Fed.Appx. at 750 (stating, in dictum, that the creditor’s injury was too speculative where he could not show a likelihood of recovering on his unsecured claim); In re Richardson Indus. Contractors, Inc., 189 Fed.Appx. at 93 (<HOLDING>); see also Fishell v. Soltow (In re Fishell), Options: A. holding an unsecured creditors postconfirmation suit against a secured creditor for fraudulent misrepresentation at a creditors meeting constituted a collateral attack on the confirmation order B. holding that unsecured creditor could not appeal decision determining priority among secured creditors because it would not affect the payment of his claims C. holding that plan proposing and payment of nondischargeable student loan in full outside plan according to its terms for 54 months and 79 payment to unsecured creditors over 36 months did not discriminate unfairly among unsecured class D. holding that because creditors claim was unsecured after application of section 506a and because section 1325a5 does not apply to unsecured claims creditors lien could properly be avoided E. holding that postconfirmation attempt to equitably subordinate claim of one general unsecured creditor in a class of general unsecured creditors was a violation of 1123a4

assistant: The best answer is B. holding that unsecured creditor could not appeal decision determining priority among secured creditors because it would not affect the payment of his claims
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: For the foregoing reasons, the Movant’s motion to deem the Leases automatically rejected as a matter of law pursuant to section 365(d)(4) is denied without prejudice to moving to compel assumption or rejection under section 365(d)(2). The parties are directed to schedule an evidentiary hearing on the Movant’s request to lift the stay for cause under section 362(d)(1). It is SO ORDERED. 1 . The Debtor has not objected to the Movant’s characterization of his interest in the Apartments as a leasehold. In his papers, the Debtor has implicitly assumed that the documents created true leasehold interests and has predicated his arguments opposing the motion on that assumption. Cf. Liona Corp. v. PCH Assocs. (In re PCH Assocs.), 804 F.2d 193, 198-99, Bankr.L.Rep. (CCH) ¶ 71,517 (2d Cir.1986) (<HOLDING>). Accord Baker v. Harris Pine Mills (In re Options: A. holding that the question of whether a bankruptcy trustee or a putative lessor was entitled to the proceeds of an equipment sale depended on whether a true lease was involved when the lease is intended as a security interest article 9 applies however a bona fide lease is not affected by article 9 B. holding section 365d4 inapplicable to saleleaseback arrangement because not true and bona fide lease C. holding that the defendant obtained legal title to property where he obtained the vehicle under a lease arrangement by fraudulent representation D. holding that because a party was not a bona fide purchaser the recording statute availed him not E. holding plan was not bona fide because the employees never earned more than the guaranteed hourly wage

assistant: The best answer is B. holding section 365d4 inapplicable to saleleaseback arrangement because not true and bona fide lease
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 the issue in question. Scott C. Idleman, Tort Liability, Religious Entities, and the Decline of Constitutional Protection, 75 Ind. L.J. 219, 225 (2000). However, there is some disagreement as to the prohibition’s precise legal operation. Id. A few courts conceptualize the general prohibition as a question of justiciability. See, e.g., Najafi v. INS, 104 F.3d 943, 949 (7th Cir.1997) (stating "true belief is not readily justiciable”); Nayak v. MC 33 (4th Cir.1997) (affirming dismissal for lack of subject-matter jurisdiction under First Amendment); Klagsbrun v. Va'ad Harabonim of Greater Monsey, 53 F.Supp.2d 732, 736 (dismissing for lack of subject-matter jurisdiction under Establishment Clause); Young v. N. Ill. Conference of United Methodist Church, 21 F.3d 184, 185-88 (7th Cir.1994) (<HOLDING>). 4 . See Destefano v. Grabrian, 763 P.2d 275, Options: A. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii B. holding first amendment precluded subjectmatter jurisdiction over title vii suit challenging church hiring procedures C. holding that standing is component of subjectmatter jurisdiction D. holding that standing is component of subjectmatter jurisdiction and subjectmatter jurisdiction is essential to courts authority to hear case E. holding that plaintiffs failure to exhaust available grievance procedures does not bar her title vii claims

assistant: The best answer is B. holding first amendment precluded subjectmatter jurisdiction over title vii suit challenging church hiring procedures
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 contains the entire agreement and understanding concerning the subject matter hereof between the Parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral. Each of the Parties hereto acknowledges that none of the Parties hereto, agents or counsel of any Party, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement and acknowledges and warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not contained herein.

assistant: Entire Agreements
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 computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

assistant: Fees
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: Umatrin has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Umatrin and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Umatrin are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Umatrin Shareholders have approved this Agreement on behalf of Umatrin and no other stockholder approvals are required to consummate the transactions contemplated hereby. Each Umatrin Shareholder is competent to execute this Agreement, and has the power to execute and perform this Agreement. No other proceedings on the part of Umatrin or any Umatrin Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

assistant: Authorizations
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 have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

assistant: 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 397 U.S. 660 90 S.Ct. 1408 25 L.Ed.2d 642 Lee Arthur HESTER, petitioner,v.State of ILLINOIS. No. 82. Supreme Court of the United States October Term, 1969. April 27, 1970 Marshall Kaplan, Chicago, Ill., for petitioner. Joel M. Flaum, Chicago, Ill., for respondent. On Writ of Certiorari to the Supreme Court of Illinois. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted. 2 Mr. Justice DOUGLAS, Mr. Justice BRENNAN, and Mr. Justice MARSHALL dissent.

assistant: 9
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 In re Marrama, 430 F.3d 474 (1st Cir.2005), cert. granted — U.S. —, 126 S.Ct. 2859, 165 L.Ed.2d 894 (June 12, 2006), to decide “whether the right to convert a chapter 7 bankruptcy case to another chapter can be denied notwithstanding the plain language of the statute and the legislative history.” 2006 WL 295220 (petition for certiorari filed Jan. 30, 2006). The First Circuit in Marrama found that “at any time” meant “simply [] that the debtor may seek to convert at any time during the pendency of the bankruptcy case ” and that the statute does not prevent a court from refusing to convert based on the debtor’s own “willful misconduct, such as an intentional abuse of the bankruptcy process.” 430 F.3d at 479 (emphasis added). See also In re Finney, 992 F.2d 43, 45 (4th Cir.1993) (<HOLDING>). In contrast, a bankruptcy appellate panel for Options: A. holding in a case considering whether the trial court should have conducted a competency hearing sua sponte that an appellate court may only consider those facts which were before the court when the trial commenced B. holding that the district court should consider the totality of the circumstances in determining whether the patentee acted in subjective bad faith and should consider whether circumstantial evidence would support an inference of bad faith C. holding that a state appellate courts decision to raise and answer a constitutional question sua sponte permits subsequent federal habeas review D. holding that bad faith in a 706a conversion permits the court to consider sua sponte whether the petitioner engaged in abuse of process under 11 usc 105a E. holding that the district court cannot remand sua sponte for defects in removal procedure

assistant: The best answer is D. holding that bad faith in a 706a conversion permits the court to consider sua sponte whether the petitioner engaged in abuse of process under 11 usc 105a
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: an early case nearly contemporaneous with New York Times opined that statements made with a “high degree of awareness of their probable falsity” may subject the speaker to civil damages. Garrison, 379 U.S. at 74, 85 S.Ct. at 216, 13 L.Ed.2d at 133. The negative implication, of course, is that a court may not award damages against one who negligently communicates a falsehood about a public official. Masson v. New Yorker Magazine, Inc., 501 U.S. 496, 510, 111 S.Ct. 2419, 2429, 115 L.Ed.2d 447, 468 (1991) (“Mere negligence does not suffice.”); see also Harte-Hanks Commc’ns, 491 U.S. at 688, 109 S.Ct. at 2696, 105 L.Ed.2d at 589 (explaining that establishing liability under New York Times “requires more than a departure from reasonably prudent conduct”); McCarney, 239 N.W.2d at 156 (<HOLDING>). The Supreme Court has explained its Options: A. holding that the plaintiff had failed to prove the defendants reasons for not hiring the plaintiff were pretext because the plaintiff failed to submit any evidence other than her own subjective testimony that she was more qualified for the job than the selectee B. holding that where plaintiff by his own evidence shows two or more equally likely causes of the injury for only one of which defendant is responsible plaintiff can not recover C. holding plaintiff failed to present evidence of actual malice because defendants explanation of the mistaken statement shows negligence but no more than that D. holding that plaintiff must present such evidence E. holding plaintiff failed to prove actual malice when author was never called as a witness to confirm that he wrote the article

assistant: The best answer is C. holding plaintiff failed to present evidence of actual malice because defendants explanation of the mistaken statement shows negligence but no more than that
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: counsel mentioned in Revels” as supporting the application of that case. My reading of Revels does not reveal silence by defendant or counsel. To the contrary, in its opinion, the Fourth Circuit noted that “Revels testified that he had read the PSR [pre-sentencing report] and discussed it with his lawyer.” Id. at 449. Thereafter, the judge asked defendant directly if he had objections to anything contained in or left out of the report, and he responded, “No, sir.” Id. at 450. Even so, the court in Revels found Sixth Amendment error, but ultimately deemed it harmless. The Fourth Circuit recently reaffirmed the importance of assessing admissions on the Revels spectrum for Booker (and thus Blakely) purposes. United States v. Britt, 216 F. App’x 317, 321 (4th Cir. 2007) (unpublished) (<HOLDING>). On the Revels spectrum, this case appears Options: A. holding that when defendants only timely filed objections to expert report were that two statements were speculative defendant waived all other objections B. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen C. holding that statement within expert report is not a judicial admission but is instead an admission by party D. holding that the statement of defense counsel that all objections to a presentencing report had been resolved was not an admission for booker purposes because it requires the court to draw inferences about facts admitted by the defendant E. holding that this court reviews a booker issue de novo where the defendant objected in the district court to sentence enhancements based on facts not found by a jury nor admitted by the defendant

assistant: The best answer is D. holding that the statement of defense counsel that all objections to a presentencing report had been resolved was not an admission for booker purposes because it requires the court to draw inferences about facts admitted by the defendant
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 local lawmakers and other courts that billboards do pose substantial traffic safety hazards. 453 U.S. at 508-09, 101 S.Ct. at 2892-93. In Bellanca, the Court again deferred to the “common sense” conclusion of the state legislature that “any form of nudity coupled with alcohol in a public place begets undesirable behavior.” 452 U.S. at 718, 101 S.Ct. at 2601. Similarly in Central Hudson Gas, the Court in another apparent exercise of judicial notice found “an immediate connection between advertising and demand for electricity” and therefore a direct link between the ban on advertising and the state interest in conservation. 447 U.S. at 569, 100 S.Ct. at 2353. See also Guzick v. Drebus, 431 F.2d 594, 599 (6th Cir.1970), cert. denied, 401 U.S. 948, 91 S.Ct. 941, 28 L.Ed.2d 231 (1971) (<HOLDING>). 9 . Cf. Capital Broadcasting, supra, 333 Options: A. holding the district courts noconsent finding was not clearly erroneous because the individual felt she was under arrest and had to submit to the patdown search in part based on the officers saying this is what we do we talk to people we search peoples bags we pat search people this is what we do everyday B. holding that we consider issues not raised at administrative level waived C. holding in first amendment case that when dealing with questions of constitutional magnitude we are not at liberty to accept the fact triers findings merely because we consider them not clearly erroneous under fedrcivp 52a D. holding that erroneous findings of fact not necessary to support the judgment of the court are not grounds for reversal E. holding that erroneous findings of fact not necessary to support the judgment are not grounds for reversal

assistant: The best answer is C. holding in first amendment case that when dealing with questions of constitutional magnitude we are not at liberty to accept the fact triers findings merely because we consider them not clearly erroneous under fedrcivp 52a
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: Employee agrees to serve as Executive Vice President and Chief Merchandising and Marketing Officer. During the term of Employee’s employment hereunder, Employee shall perform the duties consistent with that which the Company shall from time to time reasonably assign to Employee. Employee shall devote her full business time, best efforts, and ability to the business of the Company, shall comply with the overall policies established by the Company, and shall do all reasonably in Employee’s power to promote, develop and enhance the profitability of the business of the Company. Without limiting the generality of the foregoing, during her employment by the Company, Employee shall not, without the prior written consent of the Company, render services, other than as an employee of the Company, to or for any person, firm, partnership, limited liability company, corporation, or other organization for compensation.

assistant: Duties
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: settled upon a precise definition of the phrase “interest in such property,” see Ninth Ave. Remedial Group v. Allis-Chalmers Corp., 195 B.R. 716, 730-32 (N.D.Ind.1996), we find that the District Court in Leckie Smokeless applied an unduly broad interpretation of the statute when it stated that one has an interest in a debtor’s property simply when one has a right to demand money from the debtor. We have previously observed, for example, that “courts have recognized that general, unsecured claims do not constitute ‘interests’ within the meaning of § 363(f).” Yadkin Valley Bank & Trust Co. v. McGee (In re Hutchinson ), 5 F.3d 750, 756 n. 4 (4th Cir.1998); see also Ninth Ave. Remedial Group, 195 B.R. at 729-32 (obse e Fairchild Aircraft Corp.), 184 B.R. 910, 917-19 (Bankr.W.D.Tex.1995) (<HOLDING>). It is difficult to make further categorical Options: A. holding that 522f1 requires a debtor to have possessed an interest to which a lien attached before it attached to avoid the fixing of the lien on that interest B. holding that unless security interest or lien is avoided bankruptcy discharge has little if any impact on creditors ability to proceed in rem against property securing claim C. holding that section 363f permitted a sale free and clear of virginias depreciationrecoupment interest in the debtors property even though that interest was unsecured by lien or otherwise D. holding that the debtor must have had an interest in the property before the lien attached to take advantage of 522f E. holding that section 363f applies only to in rem interests which have attached to the property by way of either the debtors consent to a security interest or the creditors attachment of the property resulting in a lien

assistant: The best answer is E. holding that section 363f applies only to in rem interests which have attached to the property by way of either the debtors consent to a security interest or the creditors attachment of the property resulting in a lien
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: a jury trial. Id., 546 A.2d at 1224. Although it is indeed true that the PHRA to a large extent reflects the aims and substance of Title VII, in deciding whether a statutory right to a jury trial exists, it is the remedial provisions of the two laws that are crucial. Lorillard, Div. of Loew’s Theatres, Inc. v. Pons, 434 U.S. 575, 584, 98 S.Ct. 866, 872, 55 L.Ed.2d 40 (1978). In 1972, Congress amended Title VII to provide for bench trials exclusively in all Title VII actions. 42 U.S.C. § 2000e-5(f)(4). However, prior to that amendment, federal courts based their determinations that plaintiffs had no right to a jury trial under Title VII on the equitable nature of the remedial provisions of that act. See, e.g., Johnson v. Georgia Highway Express, Inc., 417 F.2d 1122, 1125 (5th Cir.1969) (<HOLDING>). Conversely, in Lorillard, Div. of Loew’s Options: A. holding that back pay was an integral part of title vips equitable remedies and that therefore no right to jury trial existed B. holding that no right to a jury trial existed after one of the plaintiffs claims was dismissed leaving only an equitable claim C. holding that an award of back pay is an issue for the court D. holding there was no jury trial right where court ordered reinstatement and back pay to teachers fired after desegregation order in discrimination case back pay is equitable E. holding that an award of back pay under title vii remains an equitable remedy to be awarded by the district court in its discretion

assistant: The best answer is A. holding that back pay was an integral part of title vips equitable remedies and that therefore no right to jury trial existed
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 all others who may become liable for the payment of all or any part of the Debt (including, without limitation, each New Borrower upon execution of a Joinder Agreement) do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person will release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents (including, without limitation, each New Borrower upon execution of a Joinder Agreement). No notice to or demand on Borrower will waive any obligation of Borrower or waive any right of Lender or Administrative Agent to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership or limited liability company, the agreements herein contained will remain in force and be applicable, notwithstanding any changes in the individuals comprising the partnership or limited liability company, and the term "Borrower," as used herein, will include any alternate or successor partnership or limited liability company, but any predecessor partnership or limited liability company and their partners or members will not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein will remain in full force and be applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term "Borrower," as used herein, will include any alternative or successor corporation, but any predecessor corporation will not be relieved of liability hereunder. Nothing in the foregoing sentences may be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, limited liability company or corporation, which may be set forth in the Loan Agreement, any Security Instrument or any other Loan Document.

assistant: Waivers
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, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. Any signature page delivered electronically or by facsimile (including without limitation transmission by.pdf or other fixed image form) shall be binding to the same extent as an original signature page.

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: ‘that a young black male standing at a particular bus stop and wearing a plaid shirt was carrying a gun,’ without more, was insufficient to justify a Terry stop”)). Mitchell claims that the description in this case was equally vague, and that we must therefore conclude that it could not give rise to a Terry stop. However, as discussed, the “stop” in this case did not occur until the officers frisked Mitchell, and at that point the officers had a reasonable and articulable suspicion based on the totality of the circumstances, including most notably the fact that Mitchell said he had a gun. Thus, the seizure was not based merely on an anonymous tip with some descriptive information of a sub ject’s readily observable location and appearance. See J.L., 529 U.S. at 272, 120 S.Ct. 1375 (<HOLDING>); cf. United States v. Cohen, 481 F.3d 896 (6th Options: A. holding that michigan law provides no substantive right to parole B. holding that the predecessor to local rule 561b3 provides the only acceptable means of presenting additional facts to the district court C. holding that the jones act provides an independent basis for subject matter jurisdiction D. holding that the statute was ambiguous because it provides no definition of the term violation and provides no specific direction as to the proper unit of prosecution E. holding that an anonymous tip does not establish sufficient indicia of reliability simply because it provides an accurate description of a subjects readily observable location and appearance because such a tip provides no predictive information and therefore leaves the police without means to test the informants knowledge or credibility

assistant: The best answer is E. holding that an anonymous tip does not establish sufficient indicia of reliability simply because it provides an accurate description of a subjects readily observable location and appearance because such a tip provides no predictive information and therefore leaves the police without means to test the informants knowledge or credibility
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: by downloading any software related to the service , you represent and warrant that you are not located in , under the control of , or a national or resident of , any such country or on any such list .

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 legal provision and list the applicable contract clause categories. Provision: The Committee shall establish the number of shares, the term and the Base Amount of the Stock Appreciation Right at the time the Stock Appreciation Right is granted. The term of a Stock Appreciation Right shall not exceed ten years from the Date of Grant. The Base Amount of a Stock Appreciation Right shall not be less than the Fair Market Value of a share of Stock on the Date of Grant of the Stock Appreciation Right.

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 legal provision and list the applicable contract clause categories. Provision: The Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and state courts located within thirty (30) miles of the Company’s principal office, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any award under this Plan, each Participant, and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

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: Inc. v. Walk to Emmaus, 801 N.W.2d 193, 202 (Minn.Ct.App.2011) (stating that, “to impose liability under section 324A(b), one who undertakes a duty owed by another to a third person must completely assume the duty”); Plank v. Union Elec. Co., 899 S.W.2d 129, 131 (Mo.Ct.App.1995) (concluding that “one must intend to completely subsume or supplant the duty of the other party in order to incur liability for nonperformance of that duty”); Obenauer v. Liberty Mut. Ins. Co., 908 F.2d 316, 317 (8th Cir.1990) (concluding that an insurer providing safety services to a manufacturer was not liable under Section 324A to the user of a manufactured product because the insurer did not “replace” the manufacturer’s duty to design a safe product); Furek v. Univ. of Del., 594 A.2d 506, 515-16 (Del.1991) (<HOLDING>); Davis v. Liberty Mut. Ins. Co., 525 F.2d Options: A. recognizing that section 324ab applies only when one undertakes to supplant the duty of another owed to a third person B. recognizing that a lawyer hired by a third person to represent a client should exercise judgment on behalf of the client independent from the interests of the third person C. recognizing that negligent conduct of police investigations does not give rise to a cause of action because the duty to protect citizens and enforce the law is one owed generally to the public D. holding law enforcement owed duty similar to that owed by dshs under rcw 2644050 E. holding that a psychiatrist owed a duty to a person foreseeably injured by his patient

assistant: The best answer is A. recognizing that section 324ab applies only when one undertakes to supplant the duty of another owed to a third person
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: transfers by assignment made to May after the Amendment, including the assignment of income to Berghini Consulting, were ignored by the Bankruptcy Court. A reading of the Bankruptcy Court’s final judgment indicates that the United States’ allegation is well founded; the Bankruptcy Court did focus solely on the transfers made pursuant to the Amendment. This was error. The transfers by assignment were made at a time when the debtor knew about his federal tax liability and these transfers by assignment could have been made in an attempt to evade payment of taxes. After these transfers were made, Sternberg’s assets were beyond the reach of the IRS. All of Sternberg’s asset transfers should have been considered for section 523(a)(1)(C) purposes. See In re Zuhone, 88 F.3d 469 (7th Cir.1996)(<HOLDING>); In re Wright, 191 B.R. 291 Options: A. holding the rule against taxpayer standing applies both to federal taxpayers and state taxpayers challenging state tax or spending decisions simply by virtue of their status as state taxpayers B. holding that intentional reduction of taxpayers salary to avoid garnishment is indicative of intent to evade or defeat tax C. holding that garnishment of wages is a deprivation D. holding that garnishment is a distinct civil action E. holding that a garnishment proceeding is an action against the consumer

assistant: The best answer is B. holding that intentional reduction of taxpayers salary to avoid garnishment is indicative of intent to evade or defeat tax
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 will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely (i) for working capital and general corporate purposes (including for Permitted Business Acquisitions) of the Loan Parties and their Subsidiaries, including, together with a portion of the loans made under the Term Loan Documents, to refinance on the Closing Date the indebtedness outstanding under the DIP ABL Credit Agreements (and to replace or backstop letters of credit outstanding thereunder) and the DIP Term Loan Agreement in accordance with the Reorganization Plan, (ii) to pay outstanding allowed administrative expenses and allowed claims all in accordance with the Reorganization Plan and (iii) to pay the Transaction Expenses. None of the Loan Parties or Subsidiaries subsidiaries will directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any person or country for the purpose of funding any operations in, financing any investments or activities in, or making any payments to any person or country subject to any Sanctions.

assistant: Use Of Proceeds
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: adjustment for abuse of position of trust or use of special skill, it is not primarily concerned with the defendant’s selection of victims who will suffer greatly from the crime. The vulnerable victim enhancement provides as follows: If the defendant knew or should have known that a victim of the offense was unusually vulnerable due to age, physical or mental condition, or that a victim was otherwise particularly susceptible to the criminal conduct, increase by 2 levels. U.S.S.G. § 3A1.1 (1992). The courts appear to have interpreted “susceptible to the criminal conduct” as emphasizing that a particular victim was less likely to thwart the crime, rather than more likely to suffer harm if the crime is successful. See, e.g., United States v. Hershkowitz, 968 F.2d 1603, 1506 (2d Cir.1992) (<HOLDING>); United States v. Caterino, 967 F.2d 681, Options: A. holding that evidence that the defendant had stalked threatened and assaulted the victim his exgirlfriend was evidence as to the nature of the defendants relationship with the victim and that it was relevant to establish motive B. holding that prisoner who was surrounded by prison officers and then assaulted by one officer was vulnerable victim because he was not in a position to resist C. holding vulnerable victim factor sufficiently supported by evidence that victim was 82 and physically unable to resist attackers D. holding a single vulnerable victim is sufficient to support application of the vulnerable victim enhancement E. holding bank customers affected by embezzlement could be victims for purposes of vulnerable victim enhancement

assistant: The best answer is B. holding that prisoner who was surrounded by prison officers and then assaulted by one officer was vulnerable victim because he was not in a position to resist
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: is waived. See Roark v. Stallworth Oil & Gas, Inc., 813 S.W.2d 492, 494-95 (Tex.1991). Accordingly, our question is whether the statute of frauds bars Malone’s breach-of-contract claim. Malone argues that the statute of frauds does not apply because the sale was between merchants. See Tex. Bus. & Com.Code Ann. § 2.201(b) (Vernon 1994). However, Malone did not expressly raise his status as a “merchant” being a material fact issue in his response to DuPont’s motion for summary judgment. We cannot consider this argument as grounds for reversal of the trial court’s summary judgment. See Tex.R. Civ. P. 166a(c); State Bd. of Ins. v. Westland Film Indus., 705 S.W.2d 695, 696 (Tex.1986); see, e.g., Holmes v. Dallas Int'l Bank, 718 S.W.2d 59, 60 (Tex.App. — Dallas 1986, writ ref'd n.r.e.) (<HOLDING>). The statute of frauds provides that an Options: A. holding that the mere existence of a scintilla of evidence is insufficient to create a dispute of fact that is genuine B. holding response stating attached evidence demonstrated genuine fact issues insufficient to raise issue C. holding that where affidavits raise a genuine issue of material fact as to a brady claim an evidentiary hearing should be conducted D. holding that an eeoc reasonable cause determination letter did not constitute evidence precluding summary judgment when the other evidence was insufficient to create a genuine issue of material fact E. holding that when there are no genuine issues of material fact summary judgment is appropriate

assistant: The best answer is B. holding response stating attached evidence demonstrated genuine fact issues insufficient to raise issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

assistant: No
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: the oculus parties shall have no liability for any lost profits or other consequential , special , punitive , indirect or incidental damages , arising from or related to your use or inability to use the services , even if an oculus party has been advised of the possibility of such damages .

assistant: Limitation of liability
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: factual findings of the juvenile court, especially regarding the credibility of witnesses, we are not bound by them. In re J.D.F., 553 N.W.2d 585, 587 (Iowa 1996). We presume the child is innocent of the charges, and the State has the burden of proving beyond a reasonable doubt that the juvenile committed the delinquent acts. Iowa Code § 232.47(10) (2011). Our review of the juvenile court’s admission of other-acts evidence is for an abuse of discretion. J.A.L., 694 N.W.2d at 751. The State argues that our de novo standard of review of the sufficiency of the evidence for juvenile adjudications is inappropriate and unwarranted by Iowa Code chapter 232. The State contends that although our caselaw has long held that our review is de novo and that we consider the facts anew to determine (<HOLDING>). While the State accurately describes the Options: A. holding that a habeas court reviewing the sufficiency of evidence underlying a criminal conviction must determine whether the record evidence could reasonably support a finding of guilt beyond a reasonable doubt emphasis added B. holding review of sufficiency of evidence of juvenile adjudication is same as reviewing substantial evidence to support a criminal conviction C. holding that direct and circumstantial evidence are to be given the same weight when reviewing the sufficiency of the evidence D. holding that in reviewing sufficiency of evidence in juvenile adjudication the appellate court considers the evidence most favorable to the judgment and the reasonable inferences drawn therefrom and affirms if those inferences constitute substantial evidence E. holding that appellate courts determine the sufficiency of the evidence to support a conviction based on a review of all of the evidence admitted at trial

assistant: The best answer is B. holding review of sufficiency of evidence of juvenile adjudication is same as reviewing substantial evidence to support a criminal conviction