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: Executive has previously entered into the Company’s standard form of Indemnification Agreement, attached hereto as Exhibit B , providing indemnification to Executive to the maximum extent permitted by law, and in accordance therewith, the Company has agreed to advance any expenses for which indemnification is available to the extent allowed by applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Exhibits attached hereto, are hereby incorporated by reference as a part of the Agreement with the same force and effect as if set forth in the body hereof.

assistant: Headings
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: (a) Subject to the provisions of clause (b) of this Section 13.16, each Lender will use its reasonable efforts not to disclose without the prior consent of the Borrowers (other than to its employees, auditors, advisors or counsel on a need-to-know basis or to another Lender if such Lender or such Lender’s holding or parent company in its sole discretion determines that any such party should have access to such information in connection with the Credit Documents, provided such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender) any information with respect to the Administrative Borrower or any of its Subsidiaries that is now or in the future furnished pursuant to this Agreement or any other Credit Document, provided that any Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 13.16(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body or self-regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors or in connection with pledges or assignments in favor of any Federal Reserve Bank or central bank permitted under Section 13.04(d), (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any direct or indirect contractual counterparty in any swap, hedge or similar agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section 13.16 and (vii) to any prospective or actual transferee or participant in connection with any contemplated transfer or participation of any of the Notes or any interest therein by such Lender, provided that such prospective transferee agrees to be bound by the confidentiality provisions contained in this Section 13.16.

assistant: Confidentiality
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 represents that Executive's employment by the Company and the performance by Executive of her obligations under this Agreement do not, and shall not, breach any agreement, including, but not limited to, any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of her or of any other party, to perform services for any other party or to refrain from competing, directly or indirectly, with the business of any other party. Executive shall not disclose to the Company or use any trade secrets or confidential or proprietary information of any other party.

assistant: Representations
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: however , you understand that any removed user submissions may persist in backup copies for a reasonable period of time ( but following removal will not be shared with others ) or may remain with users who have previously accessed or downloaded your user submissions .

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: district court relied to support section 578.501’s “in front or about” language, e.g., Frisby, 487 U.S. 474, 108 S.Ct. 2495, 101 L.Ed.2d 420 (1988) (upholding ordinance concerning targeted picketing “in front of’ a particular residence); Douglas v. Brownell, 88 F.3d 1511 (8th Cir.1996) (upholding a ban on picketing “before, about, or immediately adjacent to” a residence), are distinguishable because they involve residences and fixed locations. Section 578.501, by contrast, defines a “funeral” to include “processions” held in connection with burial and cremation. Mo.Rev.Stat. § 578.501(3). Its “floating” buffer-zones, therefore, provide citizens with no guidance as to what locations will be protest and picket-free zones and at what times. See Phelps-Roper v. Taft, 2007 WL 915109 at *6 (<HOLDING>). In addition, Section 578.501 does not limit Options: A. holding that instructions are sufficient which substantially follow the language of the statute or use equivalent language B. holding that an indictment that is substantially in the language of the code is sufficient inform and substance C. holding that a contractor who had substantially complied with the building specifications substantially performed D. holding the language of the statute applicable to floating buffer zones was substantially overbroad and burdened substantially more speech than necessary to serve the states interest E. holding a substantially similar probation condition overbroad

assistant: The best answer is D. holding the language of the statute applicable to floating buffer zones was substantially overbroad and burdened substantially more speech than necessary to serve the states interest
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: Notify Lender in writing, promptly after a Borrower's obtaining knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $250,000 not covered by insurance; (f) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (h) any Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice; (i) the occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Borrowers' independent accountants; (k) any opening of a new office or place of business, at least 30 days prior to such opening; (l) without duplication of any notice required to be provided hereunder, each material notice required to be provided pursuant to the Mezzanine Loan Agreement; or (m) without duplication of any notice required to be provided hereunder, each material notice required to be provided pursuant to any Factoring Agreement.

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: Each Loan Party shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons with respect to each Lender, each Participant, and each of their respective officers, directors, employees, agents, and attorneys-in-fact (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys’ fees and disbursements and other out-of-pocket costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, the Loan Parties shall have no obligation to any Indemnified Person under this Section 11.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which the Loan Parties were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by the Loan Parties with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has heretofore furnished to the Bank financial statements. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and any other entities reflected therein as of such dates and for the indicated periods in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes in the case of quarterly statements) and are consistent with the books and records of the Borrower (which books and records are correct and complete). Since the fiscal year end of the most recent financial statements furnished to the Bank, the Borrower has conducted its business only in the ordinary course and there has been no Material Adverse Change.

assistant: Financial Statements
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: you must sign into your outlook.com inbox and your onedrive ( separately ) at least once in a one-year period , otherwise we will close your outlook.com inbox and your onedrive for you .

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: THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

assistant: Applicable 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: Piracies and Felonies Clause of the Constitution, after de novo review, we discern no error. Cf. United States v. Perez, 956 F.2d 1098, 1101 (11th Cir.1992) (reviewing issue of district court’s subject matter jurisdiction de novo). The Constitution empowers Congress "[t]o define and punish Piracies and Felonies on the high Seas, and Offenses against the Law of Nations.” U.S. Const., art. I, § 8, cl. 10. We have noted that "this circuit and other circuits have not embellished the MDLEA with [the requirement of] a nexus [between a defendant’s criminal conduct and the United States].” United States v. Rendon, 354 F.3d 1320, 1325 (11th Cir.2003), cert. denied, 541 U.S. 1035, 124 S.Ct. 2110, 158 L.Ed.2d 720 (2004); see also United States v. Moreno-Morillo, 334 F.3d 819, 824 (9th Cir.2003) (<HOLDING>); United States v. Ledesma-Cuesta, 347 F.3d Options: A. holding that congress properly acted within the scope of the piracies and felonies clause in enacting the mdlea B. holding that congress acted within constitutionally conferred authority in enacting mdlea C. holding congress did not exceed its authority in enacting the mdlea D. holding that in enacting title vii congress abrogated eleventh amendment immunity E. holding generally that congress validly abrogated state immunity in enacting title vii

assistant: The best answer is B. holding that congress acted within constitutionally conferred authority in enacting mdlea
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 Tenant executes this Lease as a partnership, each individual executing this Lease on behalf of the partnership represents and warrants that he or she is a general partner of the partnership and that this Lease is binding upon the partnership in accordance with its terms. If Tenant executes this Lease as a corporation or a limited liability company, each of the persons executing this Lease on behalf of Tenant covenants and warrants that Tenant is a duly authorized and existing corporation or limited liability company in its home state, that Tenant has and is qualified to transact business in the State of Oklahoma , that the corporation or limited liability company has full right, authority and power to enter into this Lease and to perform its obligations hereunder, that each person signing this Lease on behalf of the corporation or limited liability company is authorized to do so, and that this Lease is binding upon the corporation or limited liability company in accordance with its terms.

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 case excerpt and choose the best holding from the options. Case excerpt: and social security number, prior to disclosing these records to Plaintiff.... 2 . The records sought in this case would not be discoverable in many malpractice cases because they would not be relevant, However, in this case, Dr, Altstiel’s expert made the information relevant in his deposition testimony, and Dr. Altstiel does not contest the court's relevancy determination for purposes of this appeal. 3 . The Chief Justice’s dissent contends that the plain text of SDCL 19-19-503 is broad enough to cover all medical records, whether identifying or nonidentifying. CJ. Gilbert-son’s dissent ¶¶ 18, 20. Both dissenting opinions point out that we have applied the privilege in SDCL 19 — 19—503 to a doctor’s treatment records. See, e.g., Shamburger v. Behrens, 380 N.W.2d 659, 662 (S.D.1986) (<HOLDING>). However, the dissent’s cases such as Options: A. holding that plaintiffs may not compel discovery of a doctors alcoholism treatment records pursuant to ars 122235 2003 physicianpatient privilege in negligence action against doctor B. recognizing the tort of breach of physicianpatient privilege C. holding no reasonable expectation of privacy in medical records because of statutory exception to physicianpatient privilege in homicide trials D. holding courts have held that hospitals have a duty to protect its patients from the tortious or criminal actions of third parties due to the special relationship between the hospital and the patient E. holding that a hospitals records of a patients treatment for alcoholism were protected by the physicianpatient privilege emphasis added and were therefore not discoverable in an action attempting to prove that the patient had a problem with alcohol

assistant: The best answer is E. holding that a hospitals records of a patients treatment for alcoholism were protected by the physicianpatient privilege emphasis added and were therefore not discoverable in an action attempting to prove that the patient had a problem with alcohol
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 Voting Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Voting Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Voting Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). This Voting Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

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: All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15 , 2.16 , 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

assistant: Survival
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 provisions of Section 8.5 shall apply to the security interest granted, and to the assignment effected, under Section 9.1 as well as to the Purchases, Reinvestments and the Asset Portfolio hereunder.

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: Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the Lender receives the amount it would have received had no such withholding been made.

assistant: Taxes
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: retail installment sales contract for eight vehicles nonexecutory where debtor’s only obligation was payment and creditor’s only obligation concerned limited repair warranty); Riggs Nat. Bank of Wash, D.C. v. Perry (In re Perry), 25 B.R. 817, 819-20 (Bankr.D.Md.1982) (finding installment sales contracts for vehicles not executory within meaning of § 365); Brock v. Am. Sec. Bank (In re Brock), 23 B.R. 998, 1002 n. 8 (Bankr.D.D.C.1982) (noting, without deciding, that installment sales contract for vehicle purchase “would not ordinarily be deemed an executory contract simply because the sole and remaining obligation under the contract is that of the debtor to maintain periodic contractual payments called for in the contract itself’); In re Whatley, 16 B.R. 394, 398 (Bankr.N.D.Ohio 1982) (<HOLDING>). Accordingly, we affirm the nonexe-cutory Options: A. holding that a lien cannot be estopped into existence where the borrowers promised to execute a lien in the manner mandated by the constitution and then failed to do so B. holding the beginning of a creditors action to subject an equitable estate to the payment of a judgment gives a specific lien upon the property which it is sought to reach and this lien continues while the cause is pending C. holding that the lien bond releases the property from the lien but the lien is then secured by the bond D. holding that insurance obligation was primary to indemnity obligation E. holding creditors obligation to cancel lien not sufficient to make the contract execute ry

assistant: The best answer is E. holding creditors obligation to cancel lien not sufficient to make the contract execute ry
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: Cash Collateral (or the appropriate portion thereof) provided to reduce obligations shall be released promptly following ( i ) the elimination of the applicable obligations giving rise thereto or ( ii ) the determination by the Lender that there exists excess Cash Collateral; provided , however , ( A ) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and ( B ) the Person providing Cash Collateral and the Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated obligations.

assistant: Releases
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: Each Loan Party and its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which they are subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such projected statements are based on good faith estimates and assumptions believed to be reasonable at the time made.

assistant: Disclosures
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 notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Subsidiary Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 .

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 waiver by either party of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement or condition herein contained, nor shall any custom or practice which may develop between the parties in the administration of this Lease be construed to waive or to lessen the right of Landlord to insist upon the performance by Tenant in strict accordance with all of the provisions of this Lease. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any provisions, covenant, agreement or condition of this Lease, other than the failure of Tenant to pay the particular Rent payment so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent payment. Landlord's acceptance of any check, letter or payment shall in no event be deemed an accord and satisfaction, and any such acceptance by Landlord shall be without prejudice to Landlord's right to recover the balance of the Rent or pursue any other remedy available to it. The rights and remedies of either party under this Lease shall be cumulative and in addition to any and all other rights and remedies which either party has or may have.

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 case excerpt and choose the best holding from the options. Case excerpt: of the children. [Ibid.] Absent exigent circumstances, changes in custody should not be ordered without a full plenary hearing. R. 5:8-6; Entress v. Entress, 376 N.J.Super. 125, 133, 869 A.2d 451 (App.Div.2005). That is so because, as we have noted in another context, even “a temporary decision to change custody can take on a life of its own, creating a new status quo.” Peregoy v. Peregoy, 358 N.J.Super. 179, 203, 817 A.2d 381 (App.Div.2003). The status quo ante is significant because “[a] party seeking to modify custody must demonstrate changed circumstances that affect the welfare of the child[ j.” Hand, supra, 391 N.J.Super. at 105, 917 A.2d 269; Beck v. Beck, 86 N.J. 480, 496 n. 8, 432 A.2d 63 (1981); see Todd v. Sheridan, 268 N.J.Super. 387, 398, 633 A.2d 1009 (App.Div.1993) (<HOLDING>). There exists, however, an equally weighty set Options: A. holding that a moving party must demonstrate changed circumstances which would have an impact on the childs welfare B. recognizing that the burden on summary judgment shifts to the nonmoving party once the moving party has met its initial responsibility of showing the absence of a triable issue of fact and that the moving party is entitled to summary judgment if the nonmoving party fails to make a sufficient showing on an essential element of the case C. holding party did not waive right to arbitrate despite moving to dismiss and moving for summary judgment on opponents claim D. holding that a defendant must demonstrate that he would not have pled guilty but for the error E. holding that when the moving party submits a properly supported summary judgment motion the nonmoving party must produce affirmative evidence to demonstrate genuine issue of fact and may not rely simply on denials or allegations in pleadings

assistant: The best answer is A. holding that a moving party must demonstrate changed circumstances which would have an impact on the childs welfare
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: Smith v. Wade, 461 U.S. 30, 56, 103 S.Ct. 1625, 75 L.Ed.2d 632 (1983) (punitive damages under § 1983 available only “when the defendant’s conduct ... involves reckless or callous indifference to the federally protected rights of others”). Indeed, the law of this case is that the evidence was insufficient to support such a finding. See Mandel v. Boston Phoenix, Inc., 456 F.3d 198, 210 (1st Cir.2006). Although the amended complaint sought punitive damages, the district court held that there was no basis in the evidence to instruct the jury on the issue. Further, plaintiff did not object to the lack of jury instructions on punitive damages, and he does not challenge the omission of such instructions on appeal. Moreover, on the evidence it is clear that Jones was not “plainly incom .1999) (<HOLDING>); Warlick v. Cross, 969 F.2d 303, 310 (7th Options: A. holding that even if court erred in directing verdict for employer on plaintiffs state law retaliation claim it was harmless given the jurys finding for employer on identical federal law retaliation claim B. holding that officials are entitled to qualified immunity unless at the time of the dismissal it was clearly established that employees in the particular positions at issue in light of the responsibilities inherent in those positions were constitutionally protected from patronage dismissal C. holding that plaintiffs complaint stated a claim for a constitutional deprivation but that the contours of the right at issue were not clearly established and that official was therefore entitled to qualified immunity D. holding that transit authority director was entitled to immunity despite jury verdict for plaintiffs because law was not clearly established at the time that plaintiffs activities were constitutionally protected from employer retaliation E. holding that prison clerks were entitled to immunity despite jury verdict against them because it was not clearly established at the time that mail from the courts was protected legal mail

assistant: The best answer is D. holding that transit authority director was entitled to immunity despite jury verdict for plaintiffs because law was not clearly established at the time that plaintiffs activities were constitutionally protected from employer retaliation
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: all control over the securities during Decedent’s lifetime. Therefore, on behalf of Decedent, Appellant Mr. Fein initiated an inter vi-vos gift to Appellant Ms. Fein and ultimately to both Appellants. See Sipe’s Estate, supra; Tippins’ Estate, supra. Likewise, when Appellant Mr. Fein used the POA to retitle the Philadelphia property from Decedent’s name only to Decedent and Appellant Ms. Fein as tenants by the entireties, Appellant Mr. Fein purportedly gave Appellant Ms. Fein an interest in the property. To the extent this title was lawful, given that Decedent and Appellant Ms. Fein were not married to each other, the act also constituted an inter vivos gift. See id. See also Estate of Reigle, 438 Pa.Super. 361, 652 A.2d 853, 855 (1995), appeal denied, 542 Pa. 672, 668 A.2d 1135 (1995) (<HOLDING>). These gifts must be deemed “unlimited” Options: A. holding that where deed purports to create tenancy by entireties between two people who are not husband and wife joint tenancy with right of survivorship is created B. holding a joint tenancy with right of survivorship is created by express language in the granting instrument C. holding that property held by husband and wife in tenancy by entirety is exempt from attachment or execution for the sole debts of husband D. holding that husband and wifes failure to recite marital status in the deed did not defeat tenancy by the entirety E. holding that when a husband first acquired property and then conveyed it to his wife they could not hold the property as tenants by the entirety or joint tenants because the four unities did not coincide so the deed created a tenancy in common with a right of survivorship

assistant: The best answer is A. holding that where deed purports to create tenancy by entireties between two people who are not husband and wife joint tenancy with right of survivorship is created
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: all of plaintiff’s claims. See infra. 7 . See Ishler v. Comm’r, 442 F.Supp.2d 1189 (N.D.Ala.2006) (dismissing Mr. Ishler's monetary claims against the IRS Commissioner, an IRS revenue agent, and Nissei, as well as Mr. Ishler’s claim for a declaratory judgment that he was entitled to a tax credit for amounts withheld by Nissei from sales commissions), aff'd, 237 Fed.Appx. 394 (11th Cir.2007); Ishler v. Comm’r, T.C.M. (RIA) 2002-79, 2002 WL 467216 (2002) (upholding tax deficiencies assessed against Mr. Ishler and his wholly-owned corporation, as well as fraud penalties assessed against Mr. Ishler, for underreporting of commissions income in 1987 and 1988), aff'd mem., 88 Fed.Appx. 385 (11th Cir.2003); see also Camaro Trading Co. v. Nissei Sangyo Am., Ltd., 628 So.2d 463, 466 (Ala.1993) (<HOLDING>). 8 . All references in this opinion to the Options: A. holding that an oral compromise and release agreement was unenforceable where there was no written stipulation between the parties B. holding highlow settlement agreement between estate and company was not a mary carter agreement and it was not erroneous to have allowed the company to participate in the trial or by failing to disclose the agreement to the jury C. holding similar agreement void on public policy grounds D. holding unenforceable parents execution of exculpatory agreement on behalf of child E. holding that a sales representative agreement between nissei and camaro trading company camaro and signed by mr ishler on camaros behalf was void and unenforceable

assistant: The best answer is E. holding that a sales representative agreement between nissei and camaro trading company camaro and signed by mr ishler on camaros behalf was void and unenforceable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and Cotton, we find that the purported error here does not satisfy Olano’s fourth prong. In Johnson and Cotton, the Supreme Court found that violations of the Fifth and Sixth Amendments did not overcome the “threat ... to the fairness, integrity, and public reputation of judicial proceedings” that would result from reversing convictions supported by overwhelming and essentially uncontroverted evidence. Id. (internal citations omitted). Any error in this case derives not from a constitutional violation, but from a statutory transgression. See Federal Trade Comm’n v. Cement Inst., 333 U.S. 683, 702, 68 S.Ct. 793, 92 L.Ed. 1010 (1948) (“[M]ost matters relating to judicial disqualification [do] not rise to a constitutional level.”); Walberg v. Israel, 766 F.2d 1071, 1076-77 (7th Cir.1985) (<HOLDING>). In light of Johnson and Cotton’s refusal to Options: A. holding the bias analysis insufficient to support its decisions B. holding that a challenge for cause for actual bias essentially requires a determination of credibility C. holding that the recusal statute should not be construed so broadly as to become effectively presumptive or to require recusal based on unsubstantiated suggestions of personal bias or prejudice D. recognizing that statutes mandating recusal for actual bias have constitutional bases unlike those that require recusal for a mere appearance of bias or prejudice E. holding that prejudgment constitutes cause for recusal

assistant: The best answer is D. recognizing that statutes mandating recusal for actual bias have constitutional bases unlike those that require recusal for a mere appearance of bias or prejudice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At all times during your employment or service with the Company and after termination of your employment or service with the Company for any reason, you will not knowingly make any statement, written or oral, that would disparage the business or reputation of the Company or its officers, managers, directors or employees. It will not be a violation of this Section 4 for you to make truthful statements, under oath, as required by law, to a governmental entity or law enforcement agency or as part of a litigation or administrative agency proceeding.

assistant: Non-Disparagement
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: County policy. See Monell v. Dep’t of Soc. Servs. of New York, 436 U.S. 658, 98 S.Ct. 2018, 56 L.Ed.2d 611 (1978). Brooks amended his claim to allege that the County’s conduct “was part of a general policy of neglect that [the County] has followed when dealing with federal detainees jailed in County facilities.” Again the district court dismissed the claim, this time with prejudice, on the ground that the complaint did not allege a deliberate County policy with sufficient particularity. We need not decide whether the district court erred in declining to permit a further amendment, because the district court’s ruling was correct even if the complaint had been amended as proposed. See United States v. Kaluna, 192 F.3d 1188, 1999 WL 770907, at *7 n. 2 (9th Cir. Sept. 30, 1999) (en banc) (<HOLDING>). That is so because the alleged actions of the Options: A. holding that the record supported the district courts award of damages B. holding that judgment may be affirmed on any ground supported by the record C. holding that we may affirm on an alternative basis supported by the record D. holding that judgment may be affirmed on any ground supported by record E. holding that a district courts ruling may be upheld on an alternative ground supported by the record

assistant: The best answer is E. holding that a district courts ruling may be upheld on an alternative ground supported by the record
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any other remedies at law or in equity, the parties to this Agreement shall be entitled to injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without posting any bond or other undertaking.

assistant: Specific Performance
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: (a) The Company has heretofore furnished to the Administrative Agents and the Lenders copies of (i) its audited consolidated financial statements for the years ended December 31, 2010 and December 31, 2011, respectively, which were included in its annual report on Form 10-K as filed with the SEC under the Exchange Act on February 17, 2012 (the “10-K”) and (ii) its unaudited consolidated financial statements for the quarters ended March 31, 2012 and June 30, 2012 which were included in its Quarterly Reports on Form 10-Q, as filed with the SEC under the Exchange Act on April 26, 2012 and July 25, 2012, respectively (the “10-Qs”). Such financial statements present fairly, in all material respects, the financial condition and the results of operations of the Company and the Subsidiaries, taken as a whole, as of, and for accounting periods ending on, such dates in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes).

assistant: Financial Statements
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 an entity, no notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of such Seller under: (i) Applicable Law; (ii) the organizational documents of such Seller; or (iii) any Contract to which such Seller is a party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall become a party and the consummation of the transactions contemplated herein and therein.

assistant: Approvals
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: — U.S.-, 127 S.Ct. 1933, 1939, 167 L.Ed.2d 836 (2007). We defer to the state court’s factual findings unless Blanton rebuts those findings with clear and convincing evidence. See 28 U.S.C. § 2254(e)(1); Schriro, 127 S.Ct. at 1939-40. In reviewing the district court’s application of § 2254(d) to the state court decision, we review the district court’s findings of fact for clear error and its conclusions of law de novo. See, e.g., Foster v. Johnson, 293 F.3d 766, 776 (5th Cir.2002). Ill Blanton’s ineffective assistance arguments, regarding both trial and appellate counsel, are governed by the Supreme Court’s clearly established standard in Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). See Henderson v. Quarterman, 460 F.3d 654, 665 (5th Cir.2006) (<HOLDING>). Strickland provides a two-pronged standard, Options: A. holding strickland two prong test applies to ineffective assistance claims throughout trial including punishment B. recognizing a constitutional claim for ineffective assistance of counsel C. holding that the strickland test applies to claims that counsel was constitutionally ineffective for failing to file a notice of appeal D. holding that pennsylvanias test for ineffective assistance of counsel is not contrary to strickland E. recognizing that strickland applies to ineffective assistance of appellate counsel claims

assistant: The best answer is E. recognizing that strickland applies to ineffective assistance of appellate counsel claims