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: Employee agrees to cooperate with Company in respect to all matters arising during or related to Employee’s employment with Company, including but not limited to all matters in connection with any governmental investigation, litigation or regulatory or other proceeding that may have arisen during Employee’s employment or that may arise following the signing of this Agreement. Nothing herein is intended or should be construed as requiring anything other than Employee’s cooperation in providing truthful and accurate information.

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 legal provision and list the applicable contract clause categories. Provision: On the date of each Credit Extension, on each Settlement Date and on the date each Information Package or Interim Report is delivered to the Administrative Agent or any Lender hereunder, the Borrower shall be deemed to have certified that (i) all representations and warranties of the Borrower hereunder are true and correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date) and (ii) no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result from such Credit Extension.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3(j) , neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company that would be required to be disclosed under applicable securities laws and which has not been publicly announced. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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: The Executive shall be paid a base salary of $1,000,000 per year (“ Base Salary ”), payable in 26 equal bi-weekly installments during the term of this Agreement in accordance with the Corporation’s normal payroll practices, prorated for any partial employment month. The Base Salary may not be decreased during the Term.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contained in the juvenile statutes. The same argument was raised in an analogous case, J.M. v. State, 783 So.2d 1204 (Fla. 1st DCA 2001), where this court agreed with the appellant’s argument and held that an adjudication of delinquency could not be deemed a conviction for purposes of the sexual-predator statute: [T]he provision in section 985.233(4)(b), excluding adjudications of delinquency from the definition of “conviction” takes precedence in a juvenile’s ease over the definition of “conviction” in section 775.21(2)(c), which generally applies to all sexual offenders. Id. at 1206 (emphasis in original). In J.M., we found no legislative intent to give the trial court authority to declare a juvenile to be a sexual predator. See also C.C.M. v. State, 782 So.2d 537 (Fla. 1st DCA 2001)(<HOLDING>). As in J.M., we certify conflict with the Options: A. holding that various fifth and sixth amendment protections apply to juvenile proceedings B. holding that bookeys holdings do not apply to section 3582c2 proceedings and therefore do not require treating section lb110b as advisory C. holding that sexual offender conditions mandated by section 948035 apply to adults and juveniles sentenced as adults but do not apply to a juvenile who is adjudicated a delinquent child D. holding child abuse statute clearly did not apply to fetuses and therefore did not apply to a mother who ingested cocaine during pregnancy E. holding that anders procedures apply to juvenile appeals

assistant: The best answer is C. holding that sexual offender conditions mandated by section 948035 apply to adults and juveniles sentenced as adults but do not apply to a juvenile who is adjudicated a delinquent child
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the information but that they were nonetheless unable to comply with the scheduling order deadline. Nothing in the district court’s “good cause” analysis would have changed given that the court identified four specific reasons for concluding that the Appellants had demonstrated an overarching and persistent lack of diligence throughout the case. While the dissent theorizes on the district court’s “general frustration ... with various other delays” in the case, post at 829 n. 2, the district court’s reasoning is precisely the appropriate analysis to determine the existence of “good cause.” That is, in considering whether “good cause” excuses compliance with a scheduling order deadline, the district court must examine whether the movant had been dilig 1419 (11th Cir.1998) (per curiam) (<HOLDING>). As noted, the Appellants alleged from the Options: A. holding that district court did not abuse its discretion where it determined that plaintiffs failed to show good cause to amend complaint after dispositive motion deadline B. holding that good cause did not exist where counsel waited months after filing of the pleadings to propound written discovery and did not take oral depositions of known key individuals to their claims until after the deadline for amending the complaint C. holding that good cause existed where the plaintiff did not establish a sufficient evidentiary basis to support new claims until after the deadline for amending his complaint and moved to amend immediately after the new evidence came to light D. holding that good cause did not exist where movant was on notice of information that with some investigation would have led to timely discovery of the basis for the motion to amend E. holding that the insurer was estopped from asserting coverage defenses when it waited to file a declaratory action until 10 months after it had notice of the claim and several months after it had notice of a potential settlement of the underlying litigation

assistant: The best answer is B. holding that good cause did not exist where counsel waited months after filing of the pleadings to propound written discovery and did not take oral depositions of known key individuals to their claims until after the deadline for amending the complaint
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: assembly is not a motor vehicle under Chapter 601. Applying the common usage of the term and the definition in Chapter 601, we conclude that physical contact with a detached axle and tandem wheels is not actual physical contact with a motor vehicle under the unidentified motor vehicle provision. Elchehimi also argues that this collision involved a legally recognized substitute for the statute’s actual physical contact requirement. In Latham v. Mountain States Mutua of contact with parts of the vehicle itself, rather than simply cargo, has concluded that such contact is also not enough to satisfy this strict requirement. See Smith v. Nationwide Mut. Ins. Co., No. 04-02-00646-CV, 2003 WL 21391534, at *1, 2003 Tex.App. LEXIS 5056, at *6-8 (Tex.App.-San Antonio June 18, 2003, pet. denied) (<HOLDING>). We agree that a collision with a separated Options: A. holding that collision between the claimants vehicle and a steel pipe dropped from an exiting truck was not actual physical contact with a motor vehicle B. holding that collision between loading ramp that detached from trailer and insureds vehicle was not actual physical contact with a motor vehicle C. holding that water pump falling from truck and striking insured was not actual physical contact with a motor vehicle D. holding that the sensible and popular understanding of what a motor vehicle accident entails necessarily involves the motor vehicle being operated as a motor vehicle E. holding that the physical contact needed to support a direct claim against an uninsured motorist carrier pursuant to nc gen stat 2027921 existed where the physical contact arose between the hitandrun vehicle and plaintiffs vehicle through intermediate vehicles involved in an unbroken chain collision which involved the hitandrun vehicle

assistant: The best answer is B. holding that collision between loading ramp that detached from trailer and insureds vehicle was not actual physical contact with a motor vehicle
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: down the alley between the restaurant and the mini mart. Officer Allen also testified that at the time of the shooting there were several individuals operating a fruit stand in close proximity to the mini mart. The People additionally introduced numerous photographs depicting the area where the shooting occurred, including the restaurant, the mini mart, and the public road located directly in front of those establishments. Although the People could have done more to clearly establish that the shooting occurred in a public place, there was still sufficient evidence presented at trial to allow the jury to find that the shooting occurred in an area “usually accessible to the public.” See Alcindor v. Gov’t of V.I., D.C. Crim. No. 2004/84, 2006 WL 3526753, at *3-4 (D.V.I. App. Div. 2006) (<HOLDING>). The jury thus had a sufficient basis to Options: A. holding public safety exception to miranda warning requirement did not apply where there was no evidence gun had been left in public place B. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public C. holding that the concept of separate but equal has no place in public education D. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees E. holding section 625 only requires a showing that the conduct was done in a place that is open to the public or where the public has a right to be

assistant: The best answer is E. holding section 625 only requires a showing that the conduct was done in a place that is open to the public or where the public has a right to be
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 shall, without further remuneration, provide Executive’s reasonable cooperation in connection with any action or proceeding by a third party (or any appeal from any action or proceeding) that relates to events occurring during or relating to Executive’s employment hereunder. If Executive’s cooperation is needed under this paragraph, the Company shall use reasonable best efforts to schedule Executive’s participation at a mutually convenient time, and shall reimburse Executive for reasonable travel and out-of-pocket expenses (following presentment of reasonable substantiation). This provision shall survive any termination of this Agreement or Executive’s employment.

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 legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. To the Company’s knowledge, such insurance contracts are accurate and complete. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost, except for such renewals or failures to obtain similar coverage from similar insurers as would not reasonably be expected to have a Material Adverse Effect or as affect the industry generally.

assistant: Insurances
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: should not have been presented to the jury because it was extremely prejudicial and irrelevant. Id. at 317-18. The prejudicial nature of the evidence in this case, where there is merely the possibility that the appellants or their associates were involved in another crime, is far less than in Murray, which involved evidence that the defendant had actually committed another murder. Moreover, unlike the evidence in Murray, the evidence in this case was relevant and was offered for a proper evidentiary purpose. Finally, the District Court’s failure to give a limiting instruction addressing this evidence was not reversible error because there is no indication in the record that defense counsel requested one. See Ansell v. Green Acres Contracting Co., Inc., 347 F.3d 515, 526 (3d Cir.2003) (<HOLDING>); United States v. Multi-Mgmt., Inc., 743 F.2d Options: A. holding that failure to give a limiting instruction for 404b evidence is not plain error B. holding that a challenge to the weight of the evidence is waived for failure to present the issue first to the trial court C. holding that district courts incomplete 404b limiting instruction did not warrant reversal because district court told defense counsel what limiting instruction it would give and defense counsel did not object or request a more specific instruction D. holding that when defendant argued on appeal that the trial justice should have given the jury a sua sponte limiting instruction regarding alleged rule 404b evidence defendants failure to object at trial constituted a waiver of that issue E. holding that the defendant had waived any challenge to the district courts failure to give a limiting instruction addressing rule 404b evidence by failing to request one at trial or raise the issue on appeal

assistant: The best answer is E. holding that the defendant had waived any challenge to the district courts failure to give a limiting instruction addressing rule 404b evidence by failing to request one at trial or raise the issue on appeal
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 Lenders shall have received (i) the financial statements referred to in Sections 3.04(a) and (b) and (ii) projections for the U.S. Borrower and its Restricted Subsidiaries on a pro forma basis for completion of the Refinancing Transactions for the fiscal years 2017 through 2021.

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: Upon Executive's death, the Company shall pay (i) Executive's Base Salary due through the date of Executive's death, (ii) plus a pro-rata portion of any Bonus or other compensation to which Executive is otherwise entitled as of the time of Executive's death, which Bonus amount will be determined and paid after the end of the fiscal year for which the Bonus was in place. Base Salary due shall be paid to Executive's designated beneficiary on a date chosen by the Company at its sole discretion; provided, that such date shall be within thirty (30) days of Executive's death. All outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall be treated in accordance with the terms of the award agreements to which the Company and Executive are parties at the time of Executive's death. All Company contributions to the Capital Accumulation Plan ("CAP") for the benefit of Executive shall be treated in accordance with the terms of the CAP in effect at the time of Executive's death. The Company shall pay to Executive's estate or beneficiaries, as the case may be, amounts payable under the Company's life insurance policies and other plans as they relate to benefits following Executive's death. Except as expressly stated in this Section VI.B., the Company shall have no further obligation to any of Executive's representatives, estate, or heirs.

assistant: Death
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 is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate power and authority to own, lease and operate its assets and carry on its business as now conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except where any failure to have such power or authority or to be so qualified would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Prior to the date of this Agreement, the Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws of the Company and the certificate of incorporation and bylaws (or similar organizational or governing documents) of each Subsidiary of the Company, in each case as amended to date and as in effect on the date of this Agreement. Neither the Company nor any of its Subsidiaries is in violation of, or in conflict with, or in default under, its certificate of incorporation or bylaws (or similar organizational or governing documents).

assistant: Powers
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 Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation (“ Merger Agreement ”) or a written plan of conversion (“ Plan of Conversion ”), as the case may be, in accordance with this Article XIV .

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 legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings, the Borrower or any of the Restricted Subsidiaries or against any of their properties or revenues that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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: There are no Legal Proceedings pending or, to the Knowledge of the Purchaser, threatened against the Purchaser or to which the Purchaser is otherwise a party relating to this Agreement, the Purchaser Documents or the transactions contemplated hereby and thereby.

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 case excerpt and choose the best holding from the options. Case excerpt: CURIAM: Darren Lamont Dennis pled guilty to possession of a firearm by a convicted felon in violation of 18 U.S.C. § 922(g)(1) (2000), and was sentenced as an armed career criminal to the mandatory minimum sentence of 180 months imprisonment. 18 U.S.C.A. § 924(e) (West 2000 & Supp. 2006). Dennis appeals his sentence, arguing that his sentence violates the Fifth and Sixth Amendments because the fact that his predicate prior convictions were committed on different occasions was not charged in the indictment or admitted by him. We affirm. As Dennis acknowledges, the issue he raises is foreclosed by our decision in United States v. Thompson, 421 F.3d 278, 285-87 (4th Cir.2005) (<HOLDING>), cert. denied, — U.S. -, 126 S.Ct. 1463, 164 Options: A. holding that because of its civil nature section 881 does not require the government to prove beyond a reasonable doubt that a criminal violation occurred B. holding that facts regarding prior convictions need not be charged in an indictment nor proven to a jury beyond a reasonable doubt C. holding that the nature and occasion of prior offenses are facts inherent in the convictions which government is not required to allege in the indictment or prove beyond a reasonable doubt D. holding that nature and occasion of offenses are facts inherent in convictions and those facts need not be alleged in indictment or submitted to jury E. holding that failure of trial court to instruct jury that state must prove beyond reasonable doubt killing was not committed in heat of passion required reversal of murder conviction even though there was general charge that state was required to prove each element of offenses beyond reasonable doubt

assistant: The best answer is C. holding that the nature and occasion of prior offenses are facts inherent in the convictions which government is not required to allege in the indictment or prove beyond a reasonable doubt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6(c) ), the Borrower agrees that (i) in the event a payment shall be made by any Guarantor under this Guaranty in respect of any Guaranteed Obligation, such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guaranty or any other Security Document to satisfy in whole or in part a Guaranteed Obligation, such Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

assistant: Indemnity
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: relating to a startling event or condition made while the declarant was under the stress of excitement caused by the event or condition.” Tex.R. Evid. 803(2). In determining whether a hearsay statement is admissible as an excited utterance, the court may consider the time elapsed and whether the statement was in response to a question. Zuliani, x.App.-Fort Worth 2001, no pet.); Bondurant v. State, 956 S.W.2d 762, 766 (Tex.App.-Fort Worth 1997, pet. ref'd). 2. Confrontation Clause Objection to Ojftcer Mullinax’s Testimony Whether Officer Mullinax’s testimony violated Davis’s Confrontation Clause rights, however, is an altogether separate inquiry from whether the testimony was properly admitted under the rules of evidence. See Wall v. State, 184 S.W.3d 730, 742 (Tex.Crim.App.2006) (<HOLDING>). Thus, we next conduct an analysis of whether Options: A. recognizing that excited utterance and testimonial hearsay inquiries are separate but related B. holding that testimonial statements are subject to the requirements of the confrontation clause even if they are otherwise admissible under the hearsay exception for excited utterances C. holding forensic laboratory experts statement that substance was cocaine is testimonial for sixth amendment confrontation clause purposes D. recognizing statement could be admissible as an excited utterance and still constitute a testimonial statement for purposes of a confrontation clause analysis E. holding eyewitnesss statement made an hour after the crime properly admitted as excited utterance based on magnitude of crime and officers testimony that witness was excited and upset when making the statement

assistant: The best answer is D. recognizing statement could be admissible as an excited utterance and still constitute a testimonial statement for purposes of a confrontation clause analysis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the Eighth Circuit that probable cause to arrest a drug trafficker establishes an inference that there is evidence at his residence. See United States v. Ross, 487 F.3d 1120, 1123 (8th Cir.2007). The Eighth Circuit has instead found probable cause in cases where an affidavit contains at least some information connecting the drug activity to the home. See United States v. Luloff, 15 F.3d 763, 768 (8th Cir.1994) In Luloff, a suppression motion was denied where the officers not only inferred that evidence of drug trafficking would be at the home of a drug dealer based on their experience, but also included information from reliable witnesses and informants that tended to support the defendant had engaged in repetitive drug trafficking activity with some of the activity ta 8th Cir.2003) (<HOLDING>); United States v. Marion, 238 F.3d 965, 969 Options: A. holding anticipatory warrant for search of defendants home was invalid because contraband was picked up by defendant rather than being delivered to his home and affidavit failed to provide facts establishing a nexus between contraband and defendants home B. holding that executing officers reasonably relied on judges determination that there was probable cause to search motel room even though search warrant affidavit failed to mention a connection between motel room and criminal activity C. holding that a party failed to present any evidence to rebut inference that delay was unreasonable and inexcusable D. holding that an affidavit failed to establish a connection between a residence and contraband but that it was not entirely unreasonable for the executing officer to believe that such an inference was permissible E. holding that it is permissible under the fourth amendment to detain occupants of a residence while executing a search warrant of the residence

assistant: The best answer is D. holding that an affidavit failed to establish a connection between a residence and contraband but that it was not entirely unreasonable for the executing officer to believe that such an inference was permissible
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: gave no consideration to lesser restraints and made no adequate findings that forcing Messrs. Pursley and Wardell to wear a stun belt ... was necessary.”). We uphold the district court’s stun-belt order. While a defendant enjoys the “right to appear before the jury unfettered from physical restraints,” this right is not unqualified. United States v. Hack, 782 F.2d 862, 867 (10th Cir.1986). Freedom from restraint helps to preserve, among other constitutional guarantees, “the due process right to a fair and impartial trial.” United States v. Apodaca, 843 F.2d 421, 430-31 (10th Cir.1988). A district court, however, retains the discretion to take measures to maintain order and security within its courtroom. See Deck v. Missouri, 544 U.S. 622, 632, 125 S.Ct. 2007, 161 L.Ed.2d 953 (2005) (<HOLDING>); Hack, 782 F.2d at 867 (acknowledging the Options: A. recognizing defense counsel must have wide latitude in making tactical decisions B. recognizing that trial courts have great latitude and considerable discretion to determine necessary and proper jury instructions C. recognizing a hearing officers latitude in making credibility calls D. recognizing the need to give trial courts latitude in making individualized security determinations E. recognizing the benefit of alternative determinations in the social security review process

assistant: The best answer is D. recognizing the need to give trial courts latitude in making individualized security determinations
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: rule apply in this case, this court simply notes that Southmark failed to complain of this omission on appeal, and thus, waived any objections to the bankruptcy court's sua sponte consideration of res judicata. 13 . See also Lightning Lube, Inc. v. Witco Corp., 4 F.3d 1153, 1196 (3d Cir.1993) ("the denial of a Rule 11 motion does not foreclose the assertion of a subsequent malicious prosecution suit ...."); cf. Port Drum Co. v. Umphrey, 852 F.2d 148, 150 (5th Cir.1988) ("If Rule 11 did expand substantive rights, it would be invalid under the Enabling Act” because it regulates procedure rather than create a new substantive right or an independent cause of action). 14 . Howell Hydrocarbons, Inc. v. Adams, 897 F.2d 183, 189 (5th Cir.1990). 15 . See also In re Howe, 913 F.2d at 1143-47 (<HOLDING>). 16 . We have also held that a debtor does not Options: A. holding based on 1127b that only the proponent of a chapter 11 reorganization plan can seek to have it modified B. holding that remedies provided in the bankruptcy code for enforcing a chapter 11 plan of reorganization are not exclusive C. holding that claims raised in later litigation were barred because they could have been fully litigated in chapter 11 reorganization process D. holding that the defendants habeas claim was procedurally barred because it could have been or was raised in his postconviction motion E. holding that debtor whose plan of reorganization had been confirmed by bankruptcy court could not later bring lender liability claims against creditors where those claims could have been raised in bankruptcy proceeding

assistant: The best answer is C. holding that claims raised in later litigation were barred because they could have been fully litigated in chapter 11 reorganization process
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: Section 1392(d), Title 15.’ Honda contends that appellant’s air bag claim falls squarely within the scope of this clause. Honda urges that appellant’s air bag claim amounts to a state safety “standard” because appellant’s claim “requires manufacturers to install airbags, not seat belts, in all vehicles.” Therefore, according to Honda, appellant’s “purported standard is not ‘identical’ to the federal standard, and federal law expressly preempts it.” This court has recognized that, in the appropriate case, state tort claims can be within the preemptive reach of a federal statute. Jenkins, 69 Ohio St.3d at 544, 634 N.E.2d at 1001, citing In re Miamisburg, 68 Ohio St.3d at 262, 626 N.E.2d at 91. See, also, Cipollone, 505 U.S. at 520-523, 112 S.Ct. at 2619-2621, 120 L.Ed.2d at 425-427 (<HOLDING>); and Easterwood, 507 U.S. at 664, 113 S.Ct. at Options: A. holding that the phrase requirements or prohibitions imposed under state law in section 5b of the public health cigarette smoking act of 1969 codified at section 1334b title 15 uscode is not limited to positive enactments by legislatures and agencies but may also include certain state law damage actions B. holding that sources of state law identifying a final policymaker include not only positive state law but also custom or usage having the force oflaw C. holding that the federal cigarette labeling and advertising act did not preempt plaintiffs state law claims D. holding that state law controlled damage issues E. holding that the federal cigarette labeling and advertising act did not preempt state law damages actions

assistant: The best answer is A. holding that the phrase requirements or prohibitions imposed under state law in section 5b of the public health cigarette smoking act of 1969 codified at section 1334b title 15 uscode is not limited to positive enactments by legislatures and agencies but may also include certain state law damage actions
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 Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided , however , that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent. Notwithstanding the foregoing, prior to (but not following) the Merger the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the RSUs and the Cash Award are not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 16(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the RSUs or the Cash Award in any manner that is consistent with the Plan and approved by the Committee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the SEC Reports, no officer, director, employee or stockholder of the Acquiror or any Affiliate of any such Person, has or has had, either directly or indirectly, an interest in any transaction with the Acquiror (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Person or, to the Knowledge of the Acquiror or the Acquiror Principal Shareholder, any entity in which any such Person has an interest or is an officer, director, trustee or partner.

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: The Seller and the Purchaser hereby acknowledge and agree that the Agreement shall be kept confidential and its contents will not be divulged to any party without the other party’s consent except as may be necessary or required in working with legal counsel, auditors, taxing authorities or other governmental agencies.

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 case excerpt and choose the best holding from the options. Case excerpt: of this Court’s jurisdiction. 691 F.3d at 1381-82 (stating “[i]n this case, the Army had not yet implemented corrective action. Moreover, SA-TECH was the contract awardee. Neither of these facts are material to the question of jurisdiction.”). And so, the Federal Circuit concluded in that case that the contract awardee’s attempt to enjoin the government from terminating its contract did not transform an otherwise proper protest under the Tucker Act into a claim which could only be adjudicated under the Contract Disputes Act. Id. Yorktel’s bid protest claim here — like the claims in Systems Application and National Air Cargo — arises from an alleged violation of procurement law, and not from a breach of Yorktel’s contract with the government. Nat’l Air Cargo Grp., 126 Fed.Cl. at 291 (<HOLDING>); cf. Coast Prof'l, Inc. v. United States, 828 Options: A. holding that a breach of contract claim against one defendant related back to interference with contract claim against that defendant and breach of contract claim against second defendant because it was based on same set of operative facts B. holding that the plaintiffs breach of contract claim was properly a statutory claim under the personnel management act C. holding that a contract awardee will fail to make a claim within this cjourts bid protest jurisdiction under paragraph 1491b1 if the claim is one for breach of its own contract such a claim would be a cda claim not a bid protest D. holding that breach of contract claim related back to misrepresentation claim because operative facts upon which the breach of contract claim was based were contained in the misrepresentation counts of the original complaint E. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract

assistant: The best answer is C. holding that a contract awardee will fail to make a claim within this cjourts bid protest jurisdiction under paragraph 1491b1 if the claim is one for breach of its own contract such a claim would be a cda claim not a bid protest
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: 2 . Mr. Shipman and Mr. Harpster together operated the businesses of Harpster & Shipman Financial and Susquehanna Insurance Associates. Appellant/Employer is Mr. Harpster, individually and t/b/d/a Harper & Shipman Financial and Susquehanna Insurance Associates. 3 . As will be discussed infra, the at-will employment doctrine provides that absent a statutory or contractual provision to the contrary, the employer and employee each have the power to terminate the employment relationship for any or no reason. Geary v. United States Steel Corp., 456 Pa. 171, 319 A.2d 174, 176 (1974). Exceptions to this general rule have been recognized in only the most limited circum stances, where discharges of at-will employees would threaten clear mandates of public policy. See id., 319 A.2d at 180 (<HOLDING>). 4 . Although one basis of this Court's grant Options: A. holding that an employee has no right of action against an employer for wrongful discharge where no clear mandate of public policy is violated thereby B. holding that discharge of employee to avoid paying commissions on future transactions did not violate clear mandate of public policy C. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy D. recognizing tort of wrongful discharge in violation of public policy E. holding that there was no violation of a clear mandate of public policy where an employee was discharged for attempting to curtail the misuse of public tax revenues

assistant: The best answer is A. holding that an employee has no right of action against an employer for wrongful discharge where no clear mandate of public policy is violated thereby
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: Conduct its businesses in compliance in all material respects with, and use commercially reasonable efforts to cause its Subsidiaries to conduct their businesses in compliance in all material respects with, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or any other similar applicable anti-corruption legislation in another jurisdiction.

assistant: Anti-Corruption 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 has been duly executed and delivered by Seller and (assuming due execution and delivery by the Purchaser) constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the Transaction Documents to be delivered by Seller will at the Closing Time have been duly executed and delivered by Seller and (assuming due execution and delivery by the other parties thereto) will be enforceable against Seller in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: his and her own injuries although arising from a single occurrence, i.e., Andrea’s death.” Op. at p. 744. It is only because Andrea was an insured under each of the Boullt’s policies that the policies provide coverage for Andrea’s wrongful death. The fact that this is a wrongful death action does not transform the parents into the “insured” under the anti-stacking statute. That they were each an insured under their respective policies likewise does not make them the “insured” under the statute. |4Because clearly Andrea is the “insured” referred to in La. R.S. 22:1406(D)(l)(c)(i), the parents are prohibited from each recovering under their respective UM policies. Therefore, I respectfully dissent. • 1 . See Salter v. State Farm Mut. Auto. Ins. Co., 520 So.2d 877 (La.App. 3 Cir.1987) (<HOLDING>); Sheppard v. State Farm Ins. Co., 614 So.2d Options: A. holding that an insurer who brought a declaratory judgment action and out of an abundance of caution named the injured party as an additional defendant 1 must have thought the injured party had some potential interest in the insurance policy and 2 had tacitly conceded the injured partys standing to appeal by not contesting the appeal on the ground of lack of standing B. holding that an injured party in an underlying tort action was not a necessary party in an action by an insurer for declaratory judgment of nonliability where the injured person had not obtained judgment against the insured C. holding that there is an actual controversy between an insurer and the party injured by the insured D. holding that an insurer which insures a tortfeasor under a liability policy has no obligation of good faith and fair dealing to an injured third party even where the injured third party also carries a separate policy with the insurer E. holding that the party referred to in the clear language of lsars 221406d1c is the injured party who has sustained bodily injury while occupying an automobile not owned by that injured party not the children of the decedent

assistant: The best answer is E. holding that the party referred to in the clear language of lsars 221406d1c is the injured party who has sustained bodily injury while occupying an automobile not owned by that injured party not the children of the decedent