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: or even unlawful or unconstitutional.” Id. With regard to Arshad’s alleged detentions and mistreatment by Pakistani authorities, the BIA agreed with the IJ that Arshad fa es that Arshad was an excellent employee who resigned of his own accord; Arshad presented no evidence, other than his unsupported assumptions, that Pakistani officials forced his employer to terminate him. Arshad also argues that his encounter with Shabaz Sharif at JFK Airport, in which Sharif advised him not to return to Pakistan, undermines the agency’s determination that he failed to demonstrate a likelihood of future persecution or torture. However, we lack jurisdiction to entertain that claim because he failed to exhaust the issue before the BIA. See Lin v. Att’y Gen., 543 F.3d 114, 120 & n. 6 (3d Cir.2008) (<HOLDING>). A petitioner may exhaust an issue by raising Options: A. holding that exhaustion is mandatory and jurisdictional B. holding that exhaustion of issues is jurisdictional C. holding that the ftcas exhaustion requirement is jurisdictional D. recognizing that exhaustion is mandatory and jurisdictional E. recognizing that issue exhaustion is a mandatory although not jurisdictional requirement

assistant: The best answer is B. holding that exhaustion of issues is jurisdictional
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: v. Turnley, 726 So.2d 1258, 1262 (Miss.Ct.App.1998) (“‘[A]s between persons sustaining a fiduciary or trust or other confidential relationship toward each other, the person occupying the relation of fiduciary or of confidence is under a duty to reveal the facts to the plaintiff (the other party), and ... his silence when he ought to speak, or his failure to disclose what he ought to disclose, is as much a fraud at law as an actual affirmative false representation or act; and ... mere si lence on his part as to a cause of action, the facts giving rise to which it was his duty to disclose, amounts to a fraudulent concealment....”) (quoting Van Zandt v. Van Zandt, 227 Miss. 528, 86 So.2d 466, 470 (1956)); American Nat. Ins. Co. of Galveston, Tex. v. Murray, 383 F.2d 81, 86 (5th Cir.1967) (<HOLDING>). The Mississippi Supreme Court has repeatedly Options: A. holding that once a court has found good cause to protect material from public disclosure there is no longer any commonlaw right of access to this material and the party seeking disclosure must present sufficiently compelling reasons why the sealed discovery document should be released B. recognizing that on the part of a fiduciary there is a duty to make a full disclosure of any and all material facts within his knowledge and of which he knows or should know that the other person is ignorant C. holding there was no evidence to support the existence of any alleged fiduciary duty D. holding that as to allocation of burdens it is not material that the facts of the case and the causes of the collision are peculiarly within the knowledge of the respondents we are not aware of any ground on which such an inconvenience can affect the rule of law which governs the rights of the parties internal quotation marks omitted E. holding that ratification requires full knowledge of all the facts upon which the unauthorized action was taken

assistant: The best answer is B. recognizing that on the part of a fiduciary there is a duty to make a full disclosure of any and all material facts within his knowledge and of which he knows or should know that the other person is ignorant
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 hereby agrees to comply with its organizational and governing documents and all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to it, except to the extent that failure to so comply would not materially adversely affect the Issuer’s or the Indenture Trustee’s interests in the RRB Property or under any of the Basic Documents to which the Seller is party or the Seller’s performance of its obligations hereunder or under any of the other Basic Documents to which it is party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: status: such a requirement, without more, does not give rise to a self-executing privilege. The result may be different if the questions put to the probationer, however, relevant to his probationary status, call for answers that would incriminate him in a pending or later criminal prosecution. [Thus,] * * * if the State, either expressly or by implication, asserts that invocation of the privilege would lead to revocation of probation, it would have created the classic penalty situation, the failure to assert the privilege would be excused, and the probationer’s answers would be deemed compelled and inadmissible in a criminal prosecution. Murphy, 465 U.S. at 435, 104 S.Ct. at 1146. In the present case, Kaquatosh was under a court order to comply with the poli cies of the sex-of pp.1997) (<HOLDING>); State v. Fuller, 276 Mont. 155, 915 P.2d 809, Options: A. holding that voluntary testimony before a grand jury did not waive the privilege at trial because it is settled that a waiver of the fifth amendment privilege is limited to the particular proceeding in which the waiver occurs B. holding a juveniles request to speak to a probation officer is not a per se invocation of fifth amendment rights C. holding if a probationer is required to participate in therapy which involves truthfully answering questions designed to solicit incriminating responses a fifth amendment violation occurs if the state expressly or by implication asserts that invocation of the privilege would lead to revocation of probation D. holding that juveniles request for parent is invocation of fifth amendment rights E. holding adverse inference permissible in the face of defendants repeated invocation of fifth amendment privilege in discovery responses

assistant: The best answer is C. holding if a probationer is required to participate in therapy which involves truthfully answering questions designed to solicit incriminating responses a fifth amendment violation occurs if the state expressly or by implication asserts that invocation of the privilege would lead to revocation of probation
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: 358 U.S. 27 78 S.Ct. 1397 3 L.Ed.2d 1 John AARON et al., petitioners,v.William G. COOPER et al. No. 1, Misc. Supreme Court of the United States August 28, 1958 Having considered the oral arguments, the Court is in agreement with the view expressed by counsel for the respective parties and by the Solicitor General that petitioners' present application respecting the stay of the mandate of the Court of Appeals and of the order of the District Court of June 21, 1958, necessarily involves consideration of the merits of the Court of Appeals decision reversing the order of Judge Lemley. The Court is advised that the opening date of the High School will be September 15. In light of this, and representations made by counsel for the School Board as to the Board's plan for filing its petition for certiorari, the Court makes the following order: 1. The School Board's petition for certiorari may be filed not later than September 8, 1958. 2. The briefs of both parties on the merits may be filed not later than September 10, 1958. 3. The Solicitor General is invited to file a brief by September 10, 1958, and to present oral argument if he is so advised. 4. The Rules of the Court requiring printing of the petition, briefs, and record are dispensed with. 5. Oral argument upon the petition for certiorari is set for September 11, 1958, at twelve o'clock noon. 6. Action on the petitioners' application addressed to the stay of the mandate of the Court of Appeals and to the stay of the order of the District Court of June 21, 1958, is deferred pending the disposition of the petition for certiorari duly filed in accordance with the foregoing schedule. Mr. Thurgood Marshall, New York City, for petitioners. Mr. Richard C. Butler, Little Rock, Ark., for respondents. 1 Mr. Solicitor General, J. Lee Rankin, Washington, D. C., for the United States.

assistant: 2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, amalgamation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

assistant: Existence
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: Either Party may terminate this Agreement for any or no reason upon thirty (30) days’ prior written notice to the Company. For the avoidance of doubt, in the event that the Company terminates this Agreement, the Consultant shall continue to receive the consideration provided in the Separation Agreement through the Expiration Date. . Upon the expiration or earlier termination of this Agreement or at such earlier time as the Company may request, the Consultant shall deliver to an appropriate officer of the Company all memoranda, diaries, notes, records, cost information, customer lists, marketing plans and strategies and any other documents relating or referring to any Confidential Information (as such term is defined that Employment Agreement dated January 1, 2104, between the Company and the Executive) made available to the Consultant by the Company prior to or during the Term of Engagement.

assistant: Terminations
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 member of the Acquiror Group has in place the public liability, casualty, property and other insurance coverages with respect to its business and assets consistent with the types and coverages of insurance maintained by comparable entities in accordance with prudent business practices, and in all cases required under the terms of any Contract or other obligation to which the members of the Acquiror Group are parties or to which they or their assets are subject. Each of such insurance policies is in full force and effect in all material respects and all premiums due and payable thereunder have been fully paid when due. No member of the Acquiror Group has received from any insurance company any notice of cancellation or intent to cancel any such insurance policy or any coverage thereunder.

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 legal provision and list the applicable contract clause categories. Provision: As consideration for the commitments and agreements of the Commitment Parties hereunder, the Company agrees to pay the fees described in the Term Sheet and in the Fee Letters on the Closing Date and on the dates set forth in the Fee Letters, as applicable, on the terms and subject to the conditions set forth therein. The terms of the Term Sheet are an integral part of each Commitment Party’s commitment and other obligations hereunder. Each of the fees described herein and in the Fee Letters shall be nonrefundable when paid except as expressly set forth therein. All fees payable hereunder and under the Fee Letters will be paid in immediately available funds. Notwithstanding the foregoing, at the option of any Initial Lender or any Term Loan Lender, all or any portion of the fees payable to such Initial Lender or Term Loan Lender hereunder may be taken in the form of original issue discount. The obligation to pay any fee provided for herein or therein or to cause any such fee to be paid will be joint and several with any other party having such an obligation, shall be absolute and unconditional and shall not be subject to reduction by way of setoff or counterclaim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the parameters for departure, outside of which a court cannot go without assuming the risk of acting beyond permissible limits.”). Existing caselaw is unequivocal that being an exemplary parent or spouse is not sufficient to take a case out of the “heartland.” See United States v. Sweeting, 213 F.3d 95, 102 (3d Cir.2000) (ruling that though defendant “appears devoted to her children and is a ‘substantial positive influence’ on their lives,” no departure was warranted); United States v. Tejeda, 146 F.3d 84, 87 (2d Cir.1998) (“The existence of a stable family (a wife and two children)— something that is by no means extraordinary—does not satisfy the ‘exceptional hardship’ criterion warranting family circumstance departure.”); United States v. Bell, 974 F.2d 537, 538-39 (4th Cir.1992) (<HOLDING>); United States v. Shoupe, 929 F.2d 116, 121 Options: A. holding that despite the defendants status as the sole supporter of his wife and three children the district court erred when it gave a downward departure for familial obligations because departure downward in sentencing is not justified for family reasons except in unusual circumstances B. holding that the district court had the discretion to grant a downward departure for postsentence rehabilitation C. holding that the defendants role in helping to produce a stable family and the fact that incarceration would likely disrupt his spousal and parental relationships is insufficient to grant a downward departure D. holding that we may not review a district courts refusal to grant a downward departure unless the court mistakenly believed that it lacked the authority to grant such a departure E. holding that the district courts refusal to grant a downward departure was discretionary and not because it believed it lacked the authority to depart where the court assessed the facts of the case and concluded that the departure requested does not seem to have a basis

assistant: The best answer is C. holding that the defendants role in helping to produce a stable family and the fact that incarceration would likely disrupt his spousal and parental relationships is insufficient to grant a downward departure
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: No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you and supercell agree that if any portion of these terms of service or of the supercell privacy policy is found illegal or unenforceable , in whole or in part by any court of competent jurisdiction , such provision shall , as to such jurisdiction , be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms , which shall continue to be in full force and effect .

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 execution and delivery by the Security Parties of this Third Amendatory Agreement and the performance by the Security Parties of all of their respective agreements and obligations under the Loan Agreement, as amended hereby, are within each Security Party’s corporate authority and have been duly authorized by all necessary corporate action on the part of such Security Party and, except as stated herein, no consent of any third party is required in connection with the transactions contemplated by this Third Amendatory Agreement.

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: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before June 10, 2016; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

assistant: Terminations
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: succeed to be entitled to a COA, he must “prove something more than the absence of frivolity or the existence of mere good faith.” Id. Having undertaken a rigorous review of Sherratt’s application for a COA and appellate filings, the district court’s order, and the entire record before this court pursuant to the framework set out by the Supreme Court in Miller-El, this court concludes Sherratt is not entitled to a COA. The district court’s resolution of Sherratt’s petition is not reasonably subject to debate and the issues Sherratt seeks to raise on appeal are not adequate to deserve further proceedings. Accord ingly, this court DENIES Sherratt’s request for a COA, DENIES his request for in forma pauperis, and DISMISSES this appeal. 1 . It must be noted that the exact nature of 003) (<HOLDING>). Furthermore, Sherratt must obtain a COA to Options: A. holding that the aedpa oneyear statute of limitations applies to amendments to 2255 motions B. holding that state prisoners must obtain a coa to appeal denials of 28 usc 2241 petitions C. holding statute of limitations period defined in 28 usc 2244d is subject to equitable tolling D. holding that in california the oneyear statute applies to a 1983 action E. holding that the oneyear statute of limitations set out in 28 usc 2244d applies to 2241 petitions

assistant: The best answer is E. holding that the oneyear statute of limitations set out in 28 usc 2244d applies to 2241 petitions
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 pay the full amount would cause an economic hardship or would be unfair and inequitable. A taxpayer files an offer-in-compromise by completing a Form 656, Offer in Compromise. In most cases, the taxpayer is of a more narrowly tailored statute does not necessarily prevent prosecution under a broader statute, so long as the defendant is not punished under both statutes for the same conduct.”); Hale, 1992 WL 163600, at *3 (same). 9 . See United States v. Beacon Brass Co., 344 U.S. 43, 46, 73 S.Ct. 77, 97 L.Ed. 61 (1952) ("By providing that the sanction of s 145(b) should be 'in addition to other penalties provided by law,’ Congress recognized that some methods of attempting to evade taxes would violate other statutes as well.”). 10 . See Computer Sciences Corp., 689 F.2d at 1187 (<HOLDING>). 11 . It is worth noting that while no other Options: A. holding that the defendant could be prosecuted for making false claims against the government under either the false claims statute 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 B. holding that in a criminal mail fraud prosecution under 18 usc 1341 where proof of specific intent is required it may be found from a material misstatement of fact made with reckless disregard for truth C. holding that submitting false claims to the government could be charged under either the false claims act 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 because nothing in the statutory language of the relevant statutory provisions provided any evidence of an intent to withdraw from one statute a coverage it obviously has standing alone because of a coverage also afforded by another statute D. holding that the provisions of the false claims act allowing suit imposing liability on any person who presented false claims to the federal government did not allow suits against state governments E. holding that the defendant contractor violated 18 usc 286 a companion statute to the criminal fca because his claims were false when submitted even though the false claims were ultimately irrelevant to the total amount paid by the government to the contractor

assistant: The best answer is C. holding that submitting false claims to the government could be charged under either the false claims act 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 because nothing in the statutory language of the relevant statutory provisions provided any evidence of an intent to withdraw from one statute a coverage it obviously has standing alone because of a coverage also afforded by another statute
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 Grantee does not execute and deliver a copy of the Agreement to TriState Capital, without altering or changing the terms of the Agreement in any way, within thirty (30) days of receipt by Grantee of a copy of the Agreement, TriState Capital may, in its sole discretion, cancel the Restricted Shares and the Agreement at any time thereafter. Upon execution and delivery of the Agreement by both TriState Capital and Grantee and, in the event that Grantee is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to TriState Capital securities, the filing with and acceptance by the SEC of a Form 4 reporting the Grant, the Restricted Shares and the Agreement are effective as of the Grant Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the most nefarious negotiating tactics possible, force a lockout to put pressure on the employees, and then attempt to clean up-fhe mess with good-faith, post-lockout bargaining. Horsehead cannot retroactively “cure” its prior negotiating tactics with post-lockout bargaining, and evidence regarding these activities has no relevance to pre-lockout activities. B. Lockout Because the majority determined that Horsehead did not bargain in bad faith, it found that the lockout was lawful. I contend that there was substantial evidence to support a finding that Horsehead engaged in bad-faith bargaining, and I believe the lockout was an outgrowth of this activity. Lockouts are. not per se unlawful. See American Ship Bldg. Co. v. NLRB, 380 U.S. 300, 318, 85 S.Ct. 955, 13 L.Ed.2d 855 (1965) (<HOLDING>). A lockout can, however, be unlawful if it is Options: A. holding that where the bargaining unit remains unchanged and a majority of the employees hired by the new employer are represented by a recently certified bargaining agent the successor employer must bargain with the incumbent union B. holding a lockout unlawful when utilized to enable the employer to implement its own bargaining position without genuine impasse C. holding that employer violates neither 8a1 nor 8a3 when after a bargaining impasse has been reached he temporarily shuts down his plant and lays off his employees for the sole purpose of bringing economic pressure to bear in support of his legitimate bargaining position D. holding that an employee is guilty of misconduct connected with his work when he deliberately violates a company rule reasonably designed to protect the legitimate business interests of his employer or when his acts or omissions are of such a nature or so recurrent as to manifest a willful disregard of those interests and the duties and obligations he owes his employer E. holding that petitioners remedy under title vii of the civil rights act was in addition to remedies available under the collective bargaining agreement in force between his employer and his union

assistant: The best answer is C. holding that employer violates neither 8a1 nor 8a3 when after a bargaining impasse has been reached he temporarily shuts down his plant and lays off his employees for the sole purpose of bringing economic pressure to bear in support of his legitimate bargaining position
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: Seller shall protect, indemnify, defend and hold harmless Buyer from and against any and all liens, claims, losses, liabilities, damages, legal fees and costs asserted against Buyer by an Agency or an unrelated third party that arise out of or are attributable to the use, generation, manufacture, treatment, handling, refining, production, processing, storage, discharge, disposal, release or presence prior to the Closing Date of Hazardous Materials within the CPR Carve-Outs, the A&B Exclusive Easements or the groundwater sources located on such land, or the existence of Hazardous Materials prior to or as of the Closing Date or an alleged or actual violation of Hazardous Materials Laws arising from any condition existing prior to or as of the Closing Date, including, without limitation, from and against any and all liens, claims, losses, liabilities, damages, legal fees and costs asserted against or incurred by Buyer that arise out of or are attributable to any Agency requiring the cleanup or remediation of such CPR Carve-Outs or A&B Exclusive Easements. This section will survive the Closing and will not be subject to the Liability Limitation.

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: requires valuation of the property at the time of loss or sentencing, even if that “presents] a difficult determination for the district court”). We therefore remand for findings of fact to support an order of restitution. The government urges us to uphold the inclusion of consequential damages on the grounds that the value of the property fraudulently obtained from Workman was $45,000, and that, since the full amount would be recoverable if Workman had not undertaken self-help measures (such as civil repossession), the lesser amount of $42,-500 should be recoverable even if it includes amounts expended in such self-help. The argument rests on infirm foundations. First, the argument assumes that th Cir.1989), cert, denied, 493 U.S. 1034, 110 S.Ct. 755, 107 L.Ed.2d 771 (1990) (<HOLDING>); Mitchell, 876 F.2d at 1184 (hold ing that Options: A. holding that attorneys fees and costs spent by an insurance company to defend against civil suit filed by defendant are not recoverable under the vwpa B. holding that attorneys fees and court costs are recoverable under general hold harmless indemnity agreement C. holding attorneys fees not generally recoverable unless party prevails under cause of action for which attorneys fees are recoverable and damages are recovered D. holding that drug buy money advanced by the government is not recoverable under the vwpa E. holding that although attorneys fees are usually not recoverable unless permitted by statute or contract contractual or statutory authorization was not necessary in a malpractice claim to recover attorneys fees and costs as damages

assistant: The best answer is A. holding that attorneys fees and costs spent by an insurance company to defend against civil suit filed by defendant are not recoverable under the vwpa
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: Minn.Stat. ch. 80A is not preempted by federal law here. The parties’ positions represent two sides of an issue that has produced conflicting results in securities cases: must a defendant in an action alleging a sale of unregistered securities “prove preemption by proving exemption?” Grubka v. Web-Access Int’l, Inc., 445 F.Supp.2d 1259,1269 (D.Colo.2006). Minnesota’s federal district court recently concluded that “[w]hen an offering purports to be exempt under federal Regulation D, any allegation of improper registration is covered exclusively by federal law.” Pinnacle Commc’ns Int’l, Inc. v. Am. Family Mortgage Corp., 417 F.Supp.2d 1073, 1087 (D.Minn.2006); see also Lillard v. Stockton, 267 F.Supp.2d 1081, 1116 (N.D.Okla.2003); Temple v. Gorman, 201 F.Supp.2d 1238, 1244 (S.D.Fla.2002) (<HOLDING>). The conflicting line of authority requires Options: A. holding that claims that debtor fraudulently induced claimants to retain debtors securities arise from the purchase or sale of those securities B. holding that variable annuities are covered securities under slusa because they are securities and the subaccounts are registered with the sec under the investment company act C. holding that when a private placement of securities purported to be exempt under rule 506 rjegardless of whether the private placement actually complied with the substantive requirements of regulation d or rule 506 the securities sold to plaintiffs are federal covered securities because they were sold pursuant to those rules D. holding that morrison precludes securities claims brought by us investors who purchase securities on a foreign exchange even where those securities are also listed on a us exchange E. recognizing defense in securities case

assistant: The best answer is C. holding that when a private placement of securities purported to be exempt under rule 506 rjegardless of whether the private placement actually complied with the substantive requirements of regulation d or rule 506 the securities sold to plaintiffs are federal covered securities because they were sold pursuant to those rules
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: F.3d 13, 18 (1st Cir.2001) (“Congress maintains similar powers over Puerto Rico as it possesses over the federal states.”). In fact, as early as 1953, courts began to observe that “although Puerto Rico is not a state in the federal Union, ‘it would seem to have become a State within a common and accepted meaning of the word.’ ” United States v. Steele, 685 F.2d 793, 805 n. 7 (3d Cir.1982). Additionally, many courts have recognized that, under certain statutes, Puerto Rico “may fall within the meaning of the word ‘State.’ ” Americana, 368 F.2d at 435; see also Puerto Rico Dep’t of Consumer Affairs v. Isla Petroleum Corp., 485 U.S. 495, 499, 108 S.Ct. 1350, 99 L.Ed.2d 582 (1988) (treating Puerto Rico the same as a state for purposes of the Supremacy Clause); Steele, 685 F.2d at 804-05 (<HOLDING>); United States v. Lopez Andino, 831 F.2d 1164, Options: A. holding that the defendant could be prosecuted for corrupt persuasion of a jury witness under either 18 usc 1503 which prohibits obstruction of justice or 18 usc 1512 which prohibits tampering with a witness B. holding that the defendant could be prosecuted for transporting stolen motor vehicles in interstate commerce under either 18 usc 2314 which prohibits interstate transportation of stolen goods or 18 usc 2312 which specifically prohibits interstate transportation of stolen motor vehicles and airplanes C. holding that puerto rico is a state within the meaning of 18 usc 1952 which prohibits interstate and foreign travel in the aid of racketeering enterprises D. holding that the government need not prove that interstate transport was foreseeable in order to obtain a conviction under 18 usc 2314 which prohibits the interstate transportation of stolen goods E. holding that a state is not a person within the meaning of 1983

assistant: The best answer is C. holding that puerto rico is a state within the meaning of 18 usc 1952 which prohibits interstate and foreign travel in the aid of racketeering enterprises
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Inc., 27 F.3d 386, 389 (9th Cir.1994)). When a literal application of a statute will produce “ ‘a result demonstrably at odds with the intentions of its drafters[,]’ ... the intention of the drafters, rather than the strict language controls.” United States v. Ron Pair Enters., 489 U.S. 235, 242, 109 S.Ct. 1026, 103 L.Ed.2d 290 (1989) (citation omitted). Here, the language of 28 U.S.C. § 158(c)(1) authorizes the BAP to hear an appeal unless the appellant elects “at the time of filing the appeal” to have such appeal heard by the district court. This language clearly requires an election to be made at the time the notice of appeal is filed. See Arkansas Teachers Retirement Sys. v. Official Investment Pool Participants Comm. (In re Comity of Orange), 183 B.R. 593 (9th Cir. BAP 1995) (<HOLDING>). The purpose of requiring an appellant to file Options: A. holding that the court did not have jurisdiction to hear an appeal after an untimely filing of a notice of appeal B. recognizing that an appellants failure to properly file a notice of appeal as to a particular judgment prevents an appellate court from obtaining jurisdiction to review that judgment C. holding failure to file statement of points is no bar to appeal D. holding that an untimely postjudgment motion does not toll the time for filing a notice of appeal and that this court has no jurisdiction over an untimely filed appeal E. holding that an appellants failure to file a separate written statement of election contemporaneously with the notice of appeal rendered the objection to bap jurisdiction untimely

assistant: The best answer is E. holding that an appellants failure to file a separate written statement of election contemporaneously with the notice of appeal rendered the objection to bap jurisdiction untimely
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: implied warranty claims, while Nelda argues the limitations period for her common law implied warranty claim is four years because it is a construction claim. In Melody Home Manufacturing Co. v. Barnes, 741 S.W.2d 349 (Tex.1987), the Texas Supreme Court recognized that “consumers of services do not have the protection of a statutory or common law implied warranty scheme.” Id. at 353. Thus, the Court considered for the first time “whether the protection of Texas consumers requires the utilization of an implied warranty that repair services of existing tangible goods or property will be performed in a good and workmanlike manner as a matter of public policy.” Id. After discussing the public policies favoring such a warranty, the Court 2d 716, 719 (Tex.App.-San Antonio 1998, pet. denied) (<HOLDING>); Foreman v. Pettit Unlimited, Inc., 886 S.W.2d Options: A. holding statute of limitations for dtpa action including claim for breach of express or implied warranty under the dtpa is two years B. holding plaintiff had to commence his breach of implied warranty action under the dtpa within two years because tjhis special statute of limitations denies plaintiffs alternative proposal of entitlement to recover for breach of the common law implied warranty C. holding that passenger cannot maintain action for breach of implied warranty to provide safe passage D. holding that an implied warranty to perform services in a good and workmanlike manner is an action available under the dtpa and is subject to the twoyear limitations provided by the dtpa E. holding that because the dtpa is the only way of pursuing an implied warranty claim for repairs to existing tangible goods such a claim must necessarily be brought within the twoyear dtpa limitations period

assistant: The best answer is A. holding statute of limitations for dtpa action including claim for breach of express or implied warranty under the dtpa is two years
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 will use the proceeds from the sale of the Common Stock hereunder for working capital and other general corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement. The Company will not, to its knowledge, directly or indirectly, use the proceeds of the transaction, or lend, contribute, facilitate or otherwise make available such proceeds to any person (i) to fund any activities or business of or with any person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall constitute a purchase and sale and not a pledge. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. If, notwithstanding the foregoing, the conveyance of the Asset Interest to Administrative Agent (on behalf of Purchasers) is characterized by any Governmental Authority, bankruptcy trustee or any other Person as a pledge, the parties intend that Seller shall be deemed hereunder to have granted, and Seller does hereby grant, to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s obligations hereunder in the Asset Interest as provided in Section 9.1 hereof. Such security interest shall be, and the Seller and the Master Servicer shall cause it to be, a first priority perfected security interest. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a “Security” under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.

assistant: Sales
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: districts, counties, and municipalities in this case are not threatened with a monetary judgment, the source of their funding remains relevant because it indicates whether Utah or its political subdivisions bear the ultimate cost of maintaining the payroll systems. 4 . Because it has long been settled that the Eleventh Amendment does not generally extend to municipalities and counties, we have only infrequently had occasion to apply the Mt. Healthy factors to these entities. See Lincoln County v. Luning, 133 U.S. 529, 530, 10 S.Ct. 363, 33 L.Ed. 766 (1890) (''[A county] is part of the state only in that remote sense in which any city, town, or other municipal corporation may be said to be part of a state.”); Sonnenfeld v. City & County of Denver, 100 F.3d 744, 749-50 (10th Cir.1996) (<HOLDING>). 5 . Even if some overwhelming degree of Options: A. holding that denver is not an arm of the state even when carrying out state policy in building an airport B. holding that the puc is not an arm of the state and rejecting claim of immunity C. holding that the university of colorado is an arm of the state for purposes of sovereign immunity D. holding a state agency as an arm of the state cannot constitute a person under 1983 because it is a sovereign entity E. holding that a county is not an arm of the state for purposes of the eleventh amendment

assistant: The best answer is A. holding that denver is not an arm of the state even when carrying out state policy in building an airport
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 under arrest. Id. at 502-03, 103 S.Ct. 1319. Here, too, plaintiffs were removed from the airline concourse to a small, enclosed space for interrogation purposes, but the enclosed space was literally a jail cell, and the location in question was not forty feet away, as in Royer, but between five and fifteen minutes away by car. The transportation and confinement was thus far more intrusive than what the Supreme Court in Royer held to constitute a de facto arrest. Indeed, the Supreme Court has squarely held that “transportation to and investigative detention at [a] station house” is not permissible incident to a Terry stop. Hayes v. Florida, 470 U.S. 811, 815, 105 S.Ct. 1643, 84 L.Ed.2d 705 (1985); see also Dunaway v. New York, 442 U.S. 200, 212, 99 S.Ct. 2248, 60 L.Ed.2d 824 (1979) (<HOLDING>). Thus, it has made pellucidly clear that “the Options: A. holding that a de facto arrest had occurred where petitioner was not questioned briefly where he was found but rather was taken to a police car transported to a police station and placed in an interrogation room B. holding that an illegal arrest occurred when the defendant was transported without probable cause from his home to the police station for fingerprinting and that the line is crossed when the police without probable cause or a warrant forcibly remove a person from his home or other place in which he is entitled to be and transport him to the police station where he is detained although briefly for investigative purposes C. holding in the context of a prosecution for second degree escape that although defendant was not handcuffed he had nonetheless been placed under arrest had had his liberty restrained in that he was not free to leave and at that point the first step in the process of transporting him to the police station had begun consequently the defendants arrest was complete and he was in custody D. holding on habeas review that defendant was not in custody for miranda purposes and reciting among other facts that defendant was transported to a police station for questioning in an unmarked police car which was not equipped with a shield inside the car E. holding that the state courts determination that petitioner was not in custody was not unreasonable under aedpa where the petitioner voluntarily went to the police station was interviewed by three police officers and one polygraph examiner was deceitfully told that another man had implicated him in a murder and was questioned for four hours before being advised of his miranda rights

assistant: The best answer is A. holding that a de facto arrest had occurred where petitioner was not questioned briefly where he was found but rather was taken to a police car transported to a police station and placed in an interrogation room
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: Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the Chief Executive Officer and the General Counsel and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer and General Counsel.

assistant: General