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: does not extend to every document generated by an attorney, but the “key is whether or not the documents were prepared in anticipation of litigation.”) (citing Jordan v. United State y of Ms. Myrick’s declaration. Moreover,. the nature of the Hemisphere program, which clearly implicates controversial law-enforcement techniques and privacy rights as evidenced by this lawsuit, satisfies the Court that it is objectively reasonable for the government agencies involved to hold a subjective belief that litigation was and is a real possibility. The Court therefore concludes that the email at issue is protected by the work product doctrine because it was prepared in anticipation of litigation. See e.g., McKinley v. Board of Governors of Federal Reserve System, 647 F.3d 331, 341 (D.C.Cir.2011) (<HOLDING>). For all of these reasons, the email was Options: A. holding attorney workproduct was exempt from disclosure under foia exemption 5 even after the case was dismissed and litigation terminated by the ftc B. holding that letters addressing dispute that was subject of litigation and that were written in anticipation of litigation did not fall under business record exception under rule 8036 of the federal rules of evidence and noting that it is wellestablished that one who prepares a document in anticipation of litigation is not acting in the regular course of business C. holding that the workproduct doctrine was inapplicable where there was no indication a memorandum was prepared in anticipation of litigation D. holding that not all of claims file was prepared in anticipation of litigation and noting that the majority of cases that have dealt with the issue of whether investigative materials prepared by insurance claims adjusters is workproduct prepared in anticipation of litigation have held that since insurance companies have a routine duty to investigate accidents such materials are not prepared in anticipation of litigation E. holding that the work product doctrine applied to a document prepared in anticipation of litigation and was therefore protected from disclosure under foia exemption 5

assistant: The best answer is E. holding that the work product doctrine applied to a document prepared in anticipation of litigation and was therefore protected from disclosure under foia exemption 5
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 bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected by the Majority Holders to represent them in connection with the registration of the Registrable Securities (such fees and expenses of legal counsel not to exceed $10,000), but the Holders shall pay any and all underwriting commissions. The Company agrees to use its commercially reasonable efforts to qualify or register the Registrable Securities in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause (i) the Company to be obligated to qualify to do business in such State, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 5.1.1 to remain effective for a period of the later of (a) the exercise period of the Warrants or (b) two (2) years from the effective date of such registration statement or post-effective amendment; provided, however, the Company shall not be required to cause such registration statement or post-effective amendment filed pursuant to such demand rights granted under Section 5.1.1 to remain effective for the periods described in this Section 5.1.2 if such (i) Registrable Securities have all been sold, transferred, disposed of or exchanged in accordance with such registration statement or post-effective amendment and such Registrable Securities are no longer subject to transfer restrictions; (ii) such Registrable Securities shall have been otherwise transferred, new certificates for them (if issued in certificated form) not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Act; or (iii) such Registrable Securities shall have ceased to be outstanding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was involved.” Finally, we are not persuaded by Quin-tana’s argument that the government’s presentation of evidence that might have indicated Quintana was a manager necessarily demonstrated that the government was on notice regarding the managerial role criterion. In any drug conspiracy hearing, questions may be asked in an attempt to demonstrate the defendant’s involvement. Such questions do not mean that the government is attempting to prove the defendant served in a particular capacity. Based on the general nature of Quinta-na’s objections, and the course of the proceedings as just described, we are convinced that Quintana’s objections were not sufficiently specific to preclude the district court’s reliance on the PSR. See United, States v. Flores, 9 F.3d 54, 55-56 (8th Cir.1993) (<HOLDING>); see also, United States v. Coleman, 132 F.3d Options: A. holding that petitioners general objection to each and every recommendation was not specific enough to preserve an issue under section 10e B. holding that a defendants general objection to his psrs recommendation of a sentence increase did not serve as an objection to specific factual allegations in the psr C. holding that error was preserved by running objection because of defendants immediate objection to states specific question in combination with trial courts comments showing that it understood nature of defendants objection D. holding that general objection did not preserve error on appeal E. holding that an objection was adequate when the judge cut short the objection and the defendant was not afforded the opportunity to explain his objection fully

assistant: The best answer is B. holding that a defendants general objection to his psrs recommendation of a sentence increase did not serve as an objection to specific factual allegations in the psr
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: regardless of what anything else says in these terms , the community rules , or any other feature terms that apply to features you may choose to use , you do not own the account that you create on our service , including in our games , and your account is not your property .

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: Neither this Agreement nor any of its terms or provisions may be amended, modified, changed, waived or discharged, except by an instrument in writing signed by the Party against whom the enforcement of the amendment modification, change, waiver or discharge is sought. Proposed amendments shall be submitted to the Commission and the Division for review and determination of whether prior approval or any other Regulatory Approvals are required in connection with such amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to reopen the action after March 1, 2007 had the administrative adjudication of Berishev’s application for naturalization not been completed. As a result of the need for a written motion for remand, this Court’s discretion to act upon that motion as it saw fit, and its discretion to apply conditions on the remand, this Court finds sufficient judicial imprimatur to satisfy the “prevailing party” requirement of the statute. See Doe v. Boston Public Schs., 358 F.3d 20, 24 (1st Cir.2004) (defining “judicial imprimatur” as requiring a party to achieve a “court-ordered” change in the legal relationship). Such a decision comports with the decisions of other district courts in the District of Massachusetts that have addressed this legal issue on similar facts. See Aronov, No. 06-11526, at 4 (<HOLDING>); Smirnov v. Chertoff, No. 06-10563-RWZ, at 4 Options: A. holding that issuance of an order to show cause satisfied this requirement B. holding that a remand order entered by a magistrate judge was beyond his statutory authority and concluding that review was proper because the court of appeals was not reviewing the merits of the remand order itself C. holding that an order of remand so that uscis could grant the plaintiffs application for naturalization satisfied the requirement for judicial imprimatur D. holding that the fourth circuit has jurisdiction to review a district courts sua sponte remand order even when that remand order is styled as a remand for lack of subject matter jurisdiction if the order was in fact based on the procedural insufficiency of the notice of removal E. holding that a remand on a claim that could not be supported by the record would be a waste of judicial resources

assistant: The best answer is C. holding that an order of remand so that uscis could grant the plaintiffs application for naturalization satisfied the requirement for judicial imprimatur
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: There are no Proceedings pending or, to the Knowledge of the Buyer, threatened that question the legality, validity or enforceability of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby or that could, individually or in the aggregate, reasonably be expected to materially impair the ability of the Buyer to perform on a timely basis its obligations under this Agreement or the Ancillary Agreements.

assistant: Litigations
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 Employee’s employment terminates for any reason prior to the completion of the Performance Period relating to the Value Management Award (other than termination due to death or Disability pursuant to Section 10 of the Plan), no Value Management Award shall be payable to Employee. Notwithstanding anything herein to the contrary, upon a Change in Control, the Value Management Award shall be subject to Section 10 of the Plan; provided, however, that the automatic vesting provisions of Section 10(b)(iii) of the Plan shall not apply to the Value Management Award and, in lieu thereof, the provisions of Sections 10(b)(i) and 10(b)(ii) of the Plan shall apply and govern the terms of Value Management Award vesting following any Change in Control; provided, further, that if the Value Management Award is vested in accordance with either Section 10(b)(i) or Section 10(b)(ii) of the Plan in connection with or following a Change in Control, as applicable, the payout of the Award shall be determined in accordance with the Performance Goals based on the greater of the Company’s actual performance or target performance as of the date the Value Management Award becomes vested as specified in, and consistent with, Section 10(b)(iii) of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for transactions which do not, in the aggregate, cost the Restricted Companies more than $2,000,000 in any fiscal year, no Restricted Company shall enter into or suffer to exist any transaction with any Affiliate ( other than another Restricted Company), or guaranty, obtain any letter of credit or similar instrument in support of, or create, incur, or suffer to exist any Lien upon any of its assets as security for, any Debt or other obligation of any Affiliate ( other than Debts or other obligations of another Restricted Company) unless (a) such transaction is an advance or equity contribution to an Unrestricted Subsidiary permitted by Sections 10.8(j) or 10.8(l) or to a Person (other than a Company) in which a Restricted Company has made an investment permitted by Section 10.8(m) , (b) such transaction is described in Section 10.9 or on Schedule 8.13 , (c) such transaction is an investment in employee residences permitted by Section 10.8(n)(iii) , or (d) such transaction is upon fair and reasonable terms not materially less favorable than it could obtain or could become entitled to in an arm’s-length transaction with a Person that was not its Affiliate; provided , that any Restricted Company may enter into Permitted Recourse Obligations or guarantees or other credit support permitted by clause (h)(ii) of the definition of “ Permitted Debt ” in support of obligations of Unrestricted Subsidiaries, so long as no Default or Potential Default then exists or arises.

assistant: Transactions With Affiliates
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 of Parent and Merger Sub has all requisite corporate or similar power and authority to execute, deliver and perform its respective obligations under this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement have been duly and validly authorized by all necessary action on behalf of Parent and Merger Sub. No other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and, assuming the due authorization, execution and delivery of this Agreement by the Shareholder, constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

assistant: Authority
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: Court of subject matter jurisdiction”); Diffenderfer, 656 F.Supp.2d at 139 (Plaintiff “failed to comply with MMPA’s notice requirement, and is thus legally barred from proceeding against the Pharmacy Defendants in this case”); see also Davis v. Grant Park Nursing Home LP, 639 F.Supp.2d 60, 72 (D.D.C.2009) (Plaintiff cannot avoid MMPA’s notice requirement “ ‘merely by filing a diversity action in federal court’ ”) (citing Bledsoe v. Crowley, 849 F.2d 639, 643 (D.C.Cir.1988)). By applying § 16-2802 in diversity cases, these courts held that the notice requirement of the MMPA is a substantive rule of law for Erie purposes. See Coleman, 734 F.Supp.2d at 62; Diffenderfer, 656 F.Supp.2d at 139, Davis, 639 F.Supp.2d at 72; Erie R.R. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938) (<HOLDING>). Since the language of the FTCA is unambiguous Options: A. holding that federal courts should apply state substantive law B. holding that federal courts sitting in diversity shall apply state substantive law C. holding that federal courts must apply state substantive law in diversity cases D. holding that in a diversity action a federal court must apply the law of the forum state E. holding in the conflict of laws context that district courts sitting in diversity jurisdiction must apply the substantive law of the forum state

assistant: The best answer is C. holding that federal courts must apply state substantive law in diversity cases
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: Following the Term of Employment, the Executive shall give his assistance and cooperation willingly, upon reasonable advance notice with due consideration for his other business or personal commitments, in any matter relating to his position with the Company, or his expertise or experience as the Company may reasonably request, including his attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s defense or prosecution of any existing or future claims or litigations or other proceedings relating to matters in which he was involved or potentially had knowledge by virtue of his employment with the Company. In no event shall his cooperation materially interfere with his services for a subsequent employer or other similar service recipient. To the extent permitted by law, the Company agrees that (i) it will promptly reimburse the Executive for his reasonable and documented expenses in connection with his rendering assistance and/or cooperation under this Section 11(n) upon his presentation of documentation for such expenses and (ii) the Executive will be reasonably compensated for any continued material services as required under this Section 11(n).

assistant: Cooperation
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: (unpublished). The prior Order entered in this case on May 25, 2004 denying respondent’s initial motion to dismiss and staying the case on exhaustion grounds constitutes an interlocutory Order, which this Court is permitted to reconsider. Moreover, justification exists for reconsideration of the decision to deny the motion to dismiss given the “intervening change in the controlling law” on statutory tolling by the Supreme Court in Lawrence, which calls into question this Court’s prior ruling on the statute of limitations issue. The law-of-the-case doctrine cannot be applied under the circumstances of this case to insulate the prior ruling “from a subsequent decision by a superior court calling that ruling into question.” Kucharski v. Leveille, 478 F.Supp.2d 928, 932 (E.D.Mich.2007) (<HOLDING>), vacated on other grounds, 526 F.Supp.2d 768 Options: A. recognizing that the lawofthecase doctrine applies to preliminary injunctions and stating that tjhe exception to law of the case where evidence on a subsequent trial is substantially different is inapplicable where by the prior appeal the issue is not left open for decision B. holding that in ruling on a motion for summary judgment the trial court is limited to the grounds raised in the motion C. holding that application of the doctrine of law of the case is discretionary and that a district court abuses its discretion in applying the law of the case doctrine only if 1 the first decision was clearly erroneous 2 an intervening change in the law occurred 3 the evidence on remand was substantially different 4 other changed circumstances exist or 5 a manifest injustice would otherwise result D. holding that the language of the statute and the courts duty to apply the statute as written requires the court to interpret the statute to apply when the prisoner is sentenced without regard to the institution where the prisoner is incarcerated after the sentencing E. holding in a prisoner civil rights action that the lawofthecase doctrine does not apply to preclude reconsideration of a prior order denying a motion to dismiss on statute of limitations grounds in light of an intervening change in the law by the supreme court which called into question the prior ruling

assistant: The best answer is E. holding in a prisoner civil rights action that the lawofthecase doctrine does not apply to preclude reconsideration of a prior order denying a motion to dismiss on statute of limitations grounds in light of an intervening change in the law by the supreme court which called into question the prior ruling
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9.6 if a guest suffers a travel issue pursuant to the guest refund policy , airbnb may determine , in its sole discretion , to refund the guest part or all of the total fees in accordance with the guest refund policy .

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: sheriff did not present a political question); Williams v. Rhodes, 393 U.S. 23, 28, 89 S.Ct. 5, 21 L.Ed.2d 24 (1968) (concluding that an Ohio election law making it difficult for a new political party to gain access to state ballot did not present a political question). 177 . 531 U.S. 70, 121 S.Ct. 471, 148 L.Ed.2d 366 (2000). 178 . 531 U.S. 98, 121 S.Ct. 525, 148 L.Ed.2d 388 (2000). 179 . See, e.g., Rachel Barkow, More Supreme Than Court? The Fall of the Political Question Doctrine and the Rise of Judicial Supremacy, 102 COLUM. L. REV. 237, 271 (2002); Robert 859, 867 (Tex.App.—Austin 1988), rev’d, Edgewood I, 777 S.W.2d 391 (Tex.1989); State ex rel. Grimes County Taxpayers Ass’n v. Tex. Mun. Power Agency, 565 S.W.2d 258, 274 (Tex.Civ.App.—Houston [1st Dist.] 1978, writ dism’d) (<HOLDING>); C.E. Carter v. Hamlin Hosp. Dist., 538 S.W.2d Options: A. holding that the determination of the boundaries of a political subdivision of the state is a political question solely within the power prerogative and discretion of the legislature and not subject to judicial review B. holding that the university was not a political subdivision of the state because it had no power to tax or cause taxes to be levied C. recognizing that a board of elections is not a political subdivision and its members are not county officers D. holding that it is not within the province of any court unless expressly authorized by law to review the determination of the political branch of the government to exclude a given alien E. holding that if the legislature has granted the agency discretion over a particular matter then we review the agencys action pursuant to the deferential abuse of discretion standard bearing in mind that the legislature determines the boundaries of that discretion

assistant: The best answer is A. holding that the determination of the boundaries of a political subdivision of the state is a political question solely within the power prerogative and discretion of the legislature and not subject to judicial review
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 Lender hereby appoints and authorizes its related Managing Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Managing Agents, the Administrative Agent and the Lenders. The Borrower shall not have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing their functions and duties hereunder, the Managing Agents shall act solely as the agent for the respective Conduit Lenders and the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, the Seller, any Affiliate thereof or any of their respective successors and assigns.

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: If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to this Agreement, each officer of the Company shall have, in addition to the duties and powers specifically set forth in this Agreement, such duties and powers as are customarily incident to his or her office, and such duties and powers as may be designated from time to time by the Board.

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 legal provision and list the applicable contract clause categories. Provision: Each of the Co-Issuers and the Parent has been duly organized and is a validly existing organization in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business requires such qualification, and has all power and authority necessary to enter into and perform its obligations under each of the Basic Documents (as defined in Section 2(g) below) to which it is a party and to own or hold its properties and to conduct the business in which it is engaged.

assistant: Organizations
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 [prosecution witness] Moffett and his knowledge of his client’s case must be imputed to attorney Kielian, who represented the defendant.” See also, e.g., Ross v. Heyne, 638 F.2d 979, 983 (7th Cir.1980) (stating that the situation in which one attorney represented the defendant, while hi , 301 N.E.2d 814, 817-818 (1973) (representation of the defendant and an adverse witness by different lawyers in same law firm was held to be a conflict of interest); State v. Bellucci, 81 N.J. 531, 541-542, 410 A.2d 666, 671 (1980) (conflict of interest rules as applied to a law firm should be viewed as if the firm were really one lawyer); People v. Mattison, 67 N.Y.2d 462, 469-470, 503 N.Y.S.2d 709, 713, 494 N.E.2d 1374, 1378, cert. denied, 479 U.S. 984, 107 S.Ct. 571, 93 L.Ed.2d 575 (1986) (<HOLDING>). The same principle is reflected in 1 American Options: A. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel B. holding a criminal defendant has the right to effective assistance of counsel during a plea process C. holding that the sixth amendment right to counsel embodies the right to effective assistance of counsel D. holding that the defendant was denied his right to the effective assistance of counsel when a codefendants plea bargain including a promise to testify against the defendant was negotiated by the law partner of the defendants counsel E. holding that if plea bargain has been offered defendant has right to effective assistance of counsel in considering whether to accept it

assistant: The best answer is D. holding that the defendant was denied his right to the effective assistance of counsel when a codefendants plea bargain including a promise to testify against the defendant was negotiated by the law partner of the defendants counsel
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: State and authorized to carry out the purposes on account of which the exemption is claimed____ The Supreme Court has summarized N.J.S.A. 54:4-3.6 as requiring the entity seeking the exemption to meet three criteria: (1) it must be organized exclusively for an exempt purpose; (2) it must be actually and exclusively used for the tax exempt purpose; and (3) its operation and use of the property must not be conducted for profit. Paper Mill Playhouse v. Millburn Tp., supra, 95 N.J. at 506, 472 A.2d 517. When determining whether an entity is organized exclusively for an exempt purpose, the courts look only to the entity’s organizational documents. See Planned Parenthood of Bergen County, Inc. v. Hackensack City, 12 N.J. Tax 598, 610 n. 6 (Tax 1992), aff'd, 14 N.J. Tax 171 (App.Div.1993) (<HOLDING>). See also Intercare Health Systems, Inc. v. Options: A. holding that detector is a sufficiently definite structural term to preclude the application of 112 6 even though the detector was defined in terms of its function because the term detector refers to a wellknown structure for those knowledgeable in the art B. holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance C. recognizing that but for a provision in a countys charter allowing for appointment of the county manager for a fouryear term the countys legislators would be unable to appoint the county manager for a term extending into the term of the legislators successors D. holding that the term organized in the statute refers to the entitys organizational documents its corporate charter E. holding that when a term is defined in the statute it need not be further alleged in the indictment

assistant: The best answer is D. holding that the term organized in the statute refers to the entitys organizational documents its corporate charter
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: 368 U.S. 401 82 S.Ct. 423 7 L.Ed.2d 382 NATIONAL LABOR RELATIONS BOARDv.LOCAL 476, PLUMBING AND PIPEFITTING, AFL-CIO et al. No. 39. Decided Jan. 15, 1962. Solicitor General Rankin, Stuart Rothman, Dominick L. Manoli and Norton J. Come, for petitioner. Martin F. O'Donoghue, for respondents. PER CURIAM. 1 The petition for a writ of certiorari is granted. In unfair labor practice proceedings before the National Labor Relations Board respondents did not except to the terms of an order directing them to cease-and-desist from certain practices found to violate § 8(b)(4)(A) of the National Labor Relations Act, 29 U.S.C. § 158(b)(4)(A), 29 U.S.C.A. § 158(b)(4)(A), as regards the employees of a named employer 'or any other employer' where an object is to force or require the named employer 'or any other employer or person' to cease doing business with a named primary contractor. The Court of Appeals in enforcement proceedings modified the order, among other ways, by striking the references to 'any other employer' and to 'any other employer or person.' 283 F.2d 26, 28. The judgment of the Court of Appeals is reversed and the case is remanded with directions that a judgment be entered which affirms and enforces the Board order after restoring these deleted provisions. National Labor Relations Board v. Cheney California Lumber Co., 327 U.S. 385, 66 S.Ct. 553, 90 L.Ed. 739; § 10(e), 49 Stat. 454, as amended, 29 U.S.C. § 160(e), 29 U.S.C.A. § 160(e); see also National Labor Relations Board v. Ochoa Fertilizer Corp., 368 U.S. 318, 82 S.Ct. 344, 7 L.Ed.2d 312. 2 Petition granted.

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 legal provision and list the applicable contract clause categories. Provision: I n the event of a pending Change in Control, if (a) Company and Participant have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business and/or assets that such successor as of the closing will assume and agree to perform Company’s obligations under this Agreement through substitution by the surviving company or corporation or its parent of an award of equivalent value computed by converting the Market Share Units to an equivalent number of time-based restricted stock units, the amount of such restricted stock units to be equal to the amount of Market Share Units earned through the Change in Control (for this purpose, the Market Share Units earned will be based on the Ending Stock Price and the Unit Number Modifier shall be the greater of the target Unit Number Modifier or the actual Unit Modifier, based on the most recent publicly filed financial statements prior to the Change in Control, then, (b) all Market Share Units shall vest upon Change in Control based on the Ending Stock Price, and applying the greater of the target Unit Number Modifier or the actual Unit Modifier, based on the most recent publicly filed financial statements prior to Change in Control. If assumed by the successor the substituted time based awards will vest upon the earlier of the end of the original award performance period or upon termination as set forth in Section 3.2.

assistant: Change In Control
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 second, after discerning a conflict between the first-layer excess policy and an already-bootstrapped interpretation of the primary policy. Tennessee law precludes this multi-step method of construction. See Allmand v. Pavletic, 292 S.W.3d 618, 631 (Tenn.2009) (“[T]he better rule in all cases is to read the whole instrument and give effect to every part if possible, and thereby reach its true meaning, and not resort to artificial or arbitrary rules until the former rule is exhausted.” (internal quotation marks and citation omitted)); Standard Life Ins. Co. v. Hughes, 203 Tenn. 636, 315 S.W.2d 239, 243 (1958) (“[T]he rule of ambiguity and construction against the insurer does not permit a court to create an ambiguity where none exists.”); Crouch v. Shepard, 44 Tenn. 383, 388 (1867) (<HOLDING>). We derive nothing from examining how the Options: A. holding that in interpreting a contract the actual purpose and intent of the parties must be derived B. recognizing strictness of maryland rule in a diversity case C. holding that case law interpreting rule 11 may be use to interpret rule 9011 D. recognizing rule E. holding that the rule of interpreting contract more strongly against the party using it is a rule of strictness and rigor and not to be resorted to but when other rules of exposition fail

assistant: The best answer is E. holding that the rule of interpreting contract more strongly against the party using it is a rule of strictness and rigor and not to be resorted to but when other rules of exposition fail
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as may be required by the Bankruptcy Court, from and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business or the Purchased Assets, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

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: The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the General Disclosure Package and the Final Offering Memorandum in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the General Disclosure Package and the Final Offering Memorandum or pursuant to the exercise of convertible securities or options referred to in the General Disclosure Package and the Final Offering Memorandum).

assistant: Capitalization
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 arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant 's individual claim .

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 Company and its Affiliates jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee against any and all liabilities, losses, costs, or expenses (including legal fees) of whatsoever kind and nature that may be imposed on, incurred by, or asserted against such person at any time by reason of such person’s services in the administration of the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost, or expense arises.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 350 Md. 502, 520-21, 714 A.2d 163 (1998); Tannehill v. Tannehill, 88 Md.App, 4, 11, 591 A.2d 888 (1991). “[T]he amount of a child support award is [ordinarily] governed by the circumstances of the case and is entrusted to the sound discretion of the trial judge,” and that “determination should not be disturbed unless he has acted arbitrarily in administering his discretion or was clearly wrong,” Gates v. Gates, 83 Md.App. 661, 663, 577 A.2d 382 (1990). We see nothing in the statute or elsewhere to suggest that the guidelines should not apply when a third party has custody of a child and seeks child support from the noncustodial parents. Indeed, a parent has an obligation to pay child support to a custodial third party, see Newkirk v. Newkirk, 73 Md.App. 588, 596-97, 535 A.2d 947 (1988) (<HOLDING>), and there is no reason to view the extent of Options: A. holding that the bia correctly imputed a parents knowledge that she and her children were not eligible for entry to the united states to her children B. holding that the recommendations of the childrens caseworker and guardian ad litem coupled with evidence of the mothers extensive drug history her incompletion of courtordered services and testimony that the children were happy and doing well in their foster homes were sufficient for the trial court to determine that termination of parental rights was in the childrens best interest C. holding that divorced father continued to owe child support to his childrens deceased mothers brother where she asked her brother to be the guardian of her minor children D. holding that an agreement between a mother and father to waive payment of child support and arrearages in exchange for fathers consent to the adoption of the minor children by the mothers husband was invalid because it violated public policy E. holding birth mothers samesex partner was a presumed mother because she received the children into her home and openly held them out as her natural children

assistant: The best answer is C. holding that divorced father continued to owe child support to his childrens deceased mothers brother where she asked her brother to be the guardian of her minor children
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 represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive. This Agreement may be amended at any time by mutual written agreement of the parties hereto. In the case of any conflict between any express term of this Agreement and any statement contained in any employment manual, memo or rule of general applicability of the Company, this Agreement shall control.

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 case excerpt and choose the best holding from the options. Case excerpt: present a defense,” has little merit. See, e.g., United States v. Lyon, 397 F.2d 505, 513 (7th Cir.1968) (permitting judicial notice of laws in the criminal context). Hemphill’s conviction did not depend on the fictitious legal citations in the deeds. The government presented to the jury copies of letters that Hemphill sent to banks and property owners, including Atlas Oil, claiming that their properties had been seized and he had taken title as a “receiver” for the federal government. In light of these letters, and the other evidence of his fraudulent scheme, we are confident that absent the judicially noticed facts, the prosecution’s case would not have been significantly less persuasive in the mind of the average juror. See United States v. Cooper, 591 F.3d 582, 590 (7th Cir.2010) (<HOLDING>). So, even if it we assume that the district Options: A. recognizing that the declaratory judgment act is only procedural and does not create substantive rights internal quotation marks and citations omitted B. holding that apprendi error is harmless if the court finds beyond a reasonable doubt that the result would have been the same absent the error internal quotation marks and citation omitted C. holding that state officials cannot have been expected to predict the future course of constitutional law internal quotation marks omitted D. holding that the test for harmless error is whether in the mind of the average juror the prosecutions case would have been significantly less persuasive had the improper evidence been excluded citations and internal quotation marks omitted E. holding that an error is harmless if it was inconsequential to the ultimate nondisability determination internal quotation marks omitted

assistant: The best answer is D. holding that the test for harmless error is whether in the mind of the average juror the prosecutions case would have been significantly less persuasive had the improper evidence been excluded citations and internal quotation marks omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, including its exhibits, supersedes all prior agreements between UNFI and WFM and is the only agreement between UNFI and WFM, either oral or in writing relating to the subject matter hereof.

assistant: Binding Effects
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 shall be construed, administered, regulated and governed in all respects under and by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the state of North Carolina.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives.

assistant: Binding Effects