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: Wright, 497 U.S. at 819, 110 S.Ct. at 3148, 111 L.Ed.2d at 655). Such guarantees of trustworthiness are gleaned from the totality of circumstances “that surround the making of the statement and that render the declarant particularly worthy of belief.” Id. Corroborating evidence, however, may not be used to demonstrate trustworthiness: “the statement must be trustworthy on its own.” Id. (emphasis in original). [¶ 38.] The trial court concluded that the victim’s statements in this case were both relevant and probative. See State v. Davi, 504 N.W.2d 844, 854 (S.D.1993). Accordingly, it admitted the statements under SDCL 19-16-6, the excited utterance exception, SDCL 19-16-7, the state of mind exception, and SDCL 19-16-35, the residual exception. [¶ 39.] Only one statement was admitt 96) (<HOLDING>); State v. Jones, 137 N.C.App. 221, 527 S.E.2d Options: A. holding statements admissible to rebut defendants claims of selfdefense suicide or accidental death B. holding that evidence of customer inquiries is admissible under the state of mind exception to the hearsay rule C. holding victims statements to coworkers admissible to rebut defendants claim that they had a good marriage D. holding that victims statements were hearsay admissible under the state of mind exception to the hearsay rule and constitutionally permissible under ohio v roberts citations omitted E. holding victims statements admissible under state of mind exception to rebut defendants claim of accident andor suicide

assistant: The best answer is E. holding victims statements admissible under state of mind exception to rebut defendants claim of accident andor suicide
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plaintiffs claims and Ganley’s defenses are typical of the claims and defenses of the plaintiff and defendant classes described above and the parties will fairly and adequately protect the interests of the classes they represent.” 4 It is significant that this case involves a motion made pursuant to Civ. R. 23 (D)(4) and not a motion made pursuant to Civ. R. 23(C). In Financial Investment Research & Marketing Agency v. North Eastern Ohio Teachers Assn. (Cuyahoga Co. Ct. of Appeals No. 41461, July 10, 1980), unreported, this court held that a trial court may not summarily overrule a Civ. R. 23(C) motion without conducting an evidentiary hearing into the nature of the case. However, see Dery v. Lake Volkswagen, Inc. (Cuyahoga Co. Ct. of Appeals No. 36647, March 30, 1978), unreported (<HOLDING>). Because the instant case involves a Civ. R. Options: A. holding that class claims that fail to meet the requirements of rule 23 may be properly dismissed by granting a rule 12b6 motion B. holding that rule 23 applied even when the new york statute providing the cause of action prohibited class relief C. holding that tolling applies to a subsequent class action when the prior denial of class certification was based solely on rule 23 deficiencies of the putative representative D. holding that where it is clear from the allegations on the face of the complaint that the party seeking class certification could prove no set of facts sufficient to satisfy the requirements of both civ r 23 a and civ r 23 b the trial court may deny a motion to certify made pursuant to civ r 23 c without first granting the movant an evidentiary hearing pursuant to civ r 23 c 1 E. holding that even if a defendant in a proposed class action does not seriously contest whether the rule 23 requirements have been met a court nevertheless has the responsibility of conducting its own inquiry as to whether the requirements of rule 23 have been satisfied in a particular case

assistant: The best answer is D. holding that where it is clear from the allegations on the face of the complaint that the party seeking class certification could prove no set of facts sufficient to satisfy the requirements of both civ r 23 a and civ r 23 b the trial court may deny a motion to certify made pursuant to civ r 23 c without first granting the movant an evidentiary hearing pursuant to civ r 23 c 1
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 Borrowers hereby agree to indemnify Agent and each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (i) default by the Borrowers in payment when due of the principal amount of or interest on any Eurodollar Rate Loan, (ii) default by the Borrowers in making any prepayment after the Borrowers have given a notice thereof in accordance with the provisions of this Agreement or (iii) the making of a prepayment (whether voluntary, as a result of acceleration or otherwise) other than a mandatory prepayment, of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate in reasonable detail as to any amounts that a Lender or Agent is entitled to receive under this Section 2.17 submitted by such Lender to the Borrowers shall be conclusive in the absence of manifest or demonstrable error and all such amounts shall be paid by Borrowers promptly upon demand by such Lender, unless such amounts are being contested as a result of manifest or demonstrable error, in which case they shall be paid promptly upon resolution of such manifest or demonstrable error. This covenant shall survive the termination of this Agreement and the payment of the Notes, if any, and all other amounts payable hereunder; provided that, the Borrowers shall not be required to compensate Agent or a Lender pursuant to this Section 2.17 for any amounts incurred more than ninety (90) days prior to the date that Agent or such Lender, as the case may be, notifies the Borrowers of such losses or expenses and of Agent’s or such Lender’s intention to claim compensation therefor.

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 legal provision and list the applicable contract clause categories. Provision: Neither the execution and delivery by Seller of Seller Documents, nor the performance by Seller of any of its obligations under any of Seller Documents, nor the consummation by Seller of the transactions described in this Agreement will (a) violate any provision of Seller’s organizational or governing documents, (b) to Seller’s Knowledge, result in a violation or breach, or constitute a default under, any Material Contract, or (c) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

assistant: No Conflicts
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 titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The Parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments thereto. The word “including” shall be construed to include the words “without limitation.” In this Agreement, unless the context otherwise requires, references to the singular shall include the plural and vice versa. The word “Company” shall be construed to include the Company and its subsidiaries and affiliates, whether now existing or hereafter established.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: County, Development Analysis Plan Map and Policies. (i) Whether there has been a convincing demonstration that the proposed rezoning would be appropriate and logical for the subject property. Issues 1 and 2: The joint public hearing in this case and the appropriateness of a remand Appellants contend that the County Commissioners’ decision cannot properly be sustained because, at the January 13, 2003 joint public hearing, all of the “testimony” presented in favor of the application was “unsworn.” It follows, appellants argue, that the evidence presented at the joint public hearing “may not be considered” in determining whether the County Commissioners’ decision is supported by substantial ; Templeton v. County Council of Prince George’s County, 21 Md.App. 636, 645, 321 A.2d 778 (1974) (<HOLDING>); cf. Anne Arundel County v. Nes, 163 Md.App. Options: A. holding appellant could not complain of jurys failure to answer question because the charge instructed the jury not to do so based on its answer to a prior question and because appellant did not object to this instruction B. holding appellant could not obtain a new trial so that jury could answer liability question because the charge instructed the jury not to answer the question based on its answer to a prior question and because appellant did not object to this instruction C. holding that plaintiff could not present his erisa estoppel claim to the district court because he did not properly exhaust it before the administrative review board D. holding that because the appellant did not present a question before a hearing examiner or district council the question was not properly before this court E. holding that issues not raised before the district court cannot be raised for the first time before this court

assistant: The best answer is D. holding that because the appellant did not present a question before a hearing examiner or district council the question was not properly before this court
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: By accepting the Deed and closing the Transaction, Buyer, on behalf of itself and its successors and assigns, shall thereby be deemed to have released each of the Seller Parties from, and waived any and all Liabilities against each of the Seller Parties for, attributable to, or in connection with the Property, whether arising or accruing before, on or after the Closing and whether attributable to events or circumstances which arise or occur before, on or after the Closing, including, without limitation, the following: (a) except for Seller’s Warranties, any and all statements or opinions heretofore or hereafter made, or information furnished, by any Seller Parties or Seller’s Broker to any Buyer’s Representatives; and (b) any and all Liabilities with respect to the structural, physical, or environmental condition of the Property, including, without limitation, all Liabilities relating to the release, presence, discovery or removal of any hazardous or regulated substance, chemical, waste or material that may be located in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq ., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq ., or any related claims or causes of action (collectively, “ Environmental Liabilities ”); and (c) any implied or statutory warranties or guaranties of fitness, merchantability or any other statutory or implied warranty or guaranty of any kind or nature regarding or relating to any portion of the Property. For the avoidance of doubt, no Buyer’s Representative shall look to any Seller Party in connection with any of the foregoing for any redress or relief. This release shall be given full force and effect according to each of its expressed terms and provisions, including, without limitation, those related to unknown or unsuspected claims, damages or causes of action. Notwithstanding the foregoing, the foregoing release and waiver is not intended and shall not be construed as affecting or impairing any rights or remedies that Buyer may have against Seller with respect to (i) a breach of any of Seller’s Warranties, (ii) any of the obligations of Seller under this Agreement that expressly survive the Closing, or (iii) any acts constituting fraud by Seller.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: state court’s application of Supreme Court law was “objectively unreasonable.” Id. at 409-10, 120 S.Ct. 1495. In other words, habeas relief is warranted only if the state court’s ruling was “so lacking in justification 80, 130 S.Ct. 2250, 176 L.Ed.2d 1098 (2010) (when state supreme court denies discretionary review of decision on direct appeal, that decision is relevant state-court decision for pui'poses of AEDPA’s standard of review). As to ground two, because neither the court of appeal nor the supreme court specifically addressed Petitioner’s federal constitutional claim, the Court conducts an independent review of the record to determine whether the state courts were objectively unreasonable in applying controlling federal law. See Haney v. Adams, 641 F.3d 1168, 1171 (9th Cir.2011) (<HOLDING>); see also Richter, 131 S.Ct. at 784, 786 Options: A. holding that we review constitutional challenges de novo B. recognizing de novo standard of review C. holding that whether statements are testimonial is a legal issue subject to de novo review D. holding that independent review is not de novo review of the constitutional issue but only a means to determine whether the state court decision is objectively unreasonable internal quotation marks omitted E. holding that review of the construction of a sentencing statute is de novo

assistant: The best answer is D. holding that independent review is not de novo review of the constitutional issue but only a means to determine whether the state court decision is objectively unreasonable internal quotation marks omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Restricted Stock Units and the number of Shares issuable for the Restricted Stock Units and the other terms and conditions of the Award evidenced by this Agreement are subject to adjustment as provided in Article 12 of the Plan.

assistant: Adjustments
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: Eddie L. Sampson appeals pro se the district court’s denial of his 28 U.S.C. § 2254 petition for a writ of habeas corpus challenging his 1995 convictions and sentence for two counts of residential burglary, in violation of Cal.Penal Code § 459. We have jurisdiction pursuant to 28 U.S.C. § 2253. We review de novo, see Miles v. Prunty, 187 F.3d 1104, 1105 (9th Cir.1999), and we affirm. Sampson contends that his prior 1994 conviction should not have been used to enhance his sentence because the attorney who represented him in that proceeding rendered ineffective assistance of counsel. Sampson’s contention is foreclosed by Lackawanna County Dist. Attorney v. Cross, 532 U.S. 394, 403-04, 121 S.Ct. 1567, 149 L.Ed.2d 608 (2001) (<HOLDING>). Sampson next contends that he again received Options: A. holding that where a statute provides for an enhanced penalty based on a defendants prior conviction the fact of conviction is a sentencing factor to be determined by the court rather than a jury B. holding that sixth amendment not violated when sentence enhanced based on prior convictions that were not charged in indictment or admitted by defendant C. holding that a sentence may be enhanced based on a prior conviction that was not alleged in the indictment admitted on the record or proved beyond a reasonable doubt D. holding that a defendant generally may not challenge an enhanced sentence through a section 2254 petition on the ground that the prior conviction was unconstitutionally obtained E. holding that where a sentence was enhanced under 18 usc 924e for prior convictions absent statutory language authorizing collateral attacks defendant could not challenge prior conviction except for gideon error

assistant: The best answer is D. holding that a defendant generally may not challenge an enhanced sentence through a section 2254 petition on the ground that the prior conviction was unconstitutionally obtained
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: (affirming district court's judgment that plaintiff’s § 1985(3) claims were barred by the intracor-porate conspiracy doctrine and reaffirming the circuit’s extension of the doctrine from the context of antitrust litigation to allegations of conspiracy under the Civil Rights Act); Buschi v. Kirven, 775 F.2d 1240, 1252-53 (4th Cir.1985) (affirming the applicability of the intracorporate conspiracy doctrine to bar plaintiffs' § 1985(3) claims); Cross v. General Motors Corp., 111 F.2d 1152, 1156-57 (8th Cir.1983) (affirming district court’s dismissal of plaintiff’s § 1985(3) claim as barred by the intracorporate conspiracy doctrine where the corporate agents’ acts "arguably were within the scope of employment”); Girard v. 94th St. & Fifth Ave. Corp., 530 F.2d 66, 71-72 (2d Cir.1976) (<HOLDING>). A minority of circuits have, however, refused Options: A. holding plaintiffs 19853 claim alleging a conspiracy among a corporation and its directors to discriminate against her on the basis of sex was barred by the intracorporate conspiracy doctrine B. holding that the notion of enterprise conspiracy has largely rendered the old distinction between single conspiracy and multiple conspiracy irrelevant to rico conspiracy charges C. recognizing that although civil conspiracy is a separate actionable tort a conspiracy claim is barred where the underlying tort is barred by the applicable statute of limitations D. holding that two conspiracies existed where the members of the second conspiracy did not know about the first conspiracy did not benefit from the first conspiracy and were connected with the first conspiracy only through a middleman E. holding that plaintiffs civil conspiracy claim was barred by section 343909c

assistant: The best answer is A. holding plaintiffs 19853 claim alleging a conspiracy among a corporation and its directors to discriminate against her on the basis of sex was barred by the intracorporate conspiracy doctrine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that all three confer discretion and make application a condition of eligibility. Plaintiff takes no position on whether the 1965 or 1973 plan applies but argues that the 1995 plan does not apply because it was enacted after Pickard’s right to benefits vested. I conclude that the 1965 plan controls. Plans or plan amendments that take effect after an employee has terminated employment generally do not affect the employee’s right to benefits. Pratt v. Petroleum Prod. Mgmt, Inc. Employee Sav. Plan & Trust, 920 F.2d 651, 661 (10th Cir.1990) (stating that an employee is entitled to benefits in accordance with the terms of the plan as of the date of termination from employment); see also Wal-Mart Stores, Inc. Associates’ Health & Welfare Plan v. Wells, 213 F.3d 398, 403 (7th Cir.2000) (<HOLDING>). Pickard terminated employment in 1966, at Options: A. holding pension benefits rolled into ira were received by plan participant for purposes of ltd benefit offset because administrator had discretionary authority to review plan B. holding that plan amendment which took effect after benefits were received was inapplicable C. holding that claims were preempted where the factual basis of the complaint was the denial of reimbursement of plan benefits D. holding that erisa permits suits to recover benefits only against the plan as an entity and thus the beneficiary had erred by suing her exhusbands employer and plan administrator when proper party would have been the benefits plan itself E. holding that when a plan fiduciary initially determines that a covered employee is eligible for benefits and later determines that the employee is not eligible for those benefits by virtue of additional medical information received the plan fiduciary is not required to obtain proof that a substantial change in the ltd recipients medical condition occurred after the initial determination of eligibility and noting that a contrary holding would basically prohibit a plan fiduciary from ever terminating benefits if it later discovered evidence that the erisa plaintiff was not disabled at the time of the initial grant of benefits and that such a rule would have a chilling effect on the prompt ness of granting initial benefits in the first place

assistant: The best answer is B. holding that plan amendment which took effect after benefits were received was inapplicable
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: For value received, the Company hereby promises to pay to the order of the Holder, by no later than October 27, 2019 (the “ Maturity Date ”), in immediately available and lawful dollars of the United States of America, Two Million and No/100 United States Dollars ($2,000,000), together with interest on the outstanding principal amount under this Debenture, at the rate of fifteen percent (15%) per annum simple interest (the “ Interest Rate ”) from the Effective Date, until paid, as more specifically provided below.

assistant: Interests
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 and the other Transaction Documents represent the agreement of the Grantor and the Pledgee with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Pledgee relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.

assistant: Integration
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: Any and all expenses that may be incurred in connection with the enforcement of this Security Agreement or the filing of any financing statements, whether now or hereafter filed shall be the sole responsibility of Pledgor. In the event of Pledgor’s failure to pay all such costs, the amounts due and owing will bear interest at an annual rate of 20% per annum (subject to applicable usury limits).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plaintiffs [are] competitors.” C&W counters that CBS alleges no facts even hinting that C&W might itself be a competitor of CBS except for C&W’s 27% investment in CCC, and that as a matter of law such an investment alone cannot vicariously make C&W a compet 8 WL 32012 (Del.Super.1988) (citing cases holding day-today control required before court will pierce corporate veil or find parent liable); Outokumpu Engineering Enterprises, Inc. v. Kvaerner Enviropower, Inc., 685 A.2d 724, 729 n. 21 (Del.Super.1996) (noting test for parent’s liability for act of subsidiary is whether parent had “exclusive domination and control to the point that the subsidiary no longer has legal or independent significance of its own”); cf. Tiger Trash v. Browning-Ferris Indus., Inc., 560 F.2d 818 (7th Cir.1977) (<HOLDING>); Phone Directories Co. v. Contel Corp., 786 Options: A. holding that a close relationship between a parent corporation and a subsidiary may justify finding that the parent engages in business in the jurisdiction through the local activities of its subsidiary B. holding that a parent must exercise some control over the subsidiarys activities which does not require that the subsidiary be controlled to an ultimate degree by its parent although something more than mere passive investment by the parent is required the parent must have and exercise control and direction over the affairs of its subsidiary in order for venue to be proper C. holding that in order to prevent parent from carrying out anticompetitive activity through subsidiary test for venue is whether parents control over subsidiary caused parent to transact business in state within venue provision of clayton act D. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations E. holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control

assistant: The best answer is C. holding that in order to prevent parent from carrying out anticompetitive activity through subsidiary test for venue is whether parents control over subsidiary caused parent to transact business in state within venue provision of clayton act
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: all provisions of these terms of use which by their nature should survive termination shall survive termination , including , without limitation , ownership provisions , warranty disclaimers , indemnity and limitations of liability .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: notwithstanding any provision to the contrary herein , you agree that you have no right or title in or to any content that appears in the service , including without limitation the virtual goods or currency appearing or originating in any supercell game , whether earned in a game or purchased from supercell , or any other attributes associated with an account or stored on the service .

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: Except as to any continuing obligation of Company and Employee under any Restrictive Covenant Agreement or employee benefit plans, the parties hereto hereby acknowledge and represent that this Separation Agreement and Release contains the entire agreement between Employee and Company, and it supersedes and takes priority over any other written or oral understanding or contract that may have existed in the past between Employee and Company or any of its current or former affiliates. If Employee has signed a Restrictive Covenant Agreement (“RCA”), and there is any conflict between this Agreement and Release and the RCA, the terms most favorable to Company govern. Employee further acknowledges and represents that neither Company nor any of its agents, representatives or employees have made any promise, representation or warranty whatsoever, express, implied or statutory, not contained herein, concerning the subject matter hereof other than as set forth herein, to induce Employee to execute this Agreement and Release, and Employee acknowledges that Employee has not executed this Agreement and Release in reliance on any such promise, representation or warranty. Employee understands and further acknowledges and agrees that following the Termination Date, Company will no longer need Employee’s services and that Company will not have any obligations to Employee following that date except as provided in any Company employee benefit plan and this Agreement and Release.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Reg. § 1.166-1(c). A bona fide debt is one that arises from a debtor-creditor relationship based on an enforceable obligation to pay a sum of money. Treas. Reg. § 1.166-1(c). Shaw failed to show that her advance to SRG constituted a bona fide debt that arose from a debtor-creditor relationship. Notably, her behavior was not consistent with that of a traditional lender; she continued to advance money to SRG despite its unstable finances and the company’s failure to repay any interest or principal. Shaw also failed to prove worthlessness as she produced no evidence beyond her and her brother Kenneth’s testimony that SRG had become insolvent. The Tax Court may refuse to accept uncorroborated testimony as dispositive and did so here. See Ruark v. Comm’r, 449 F.2d 311, 312 (9th Cir.1971) (<HOLDING>). Shaw’s argument on appeal that the advance Options: A. holding that a court is not bound to accept testimony at face value even when it is uncontroverted if it is improbable unreasonable or questionable internal citation omitted B. holding that a party is not bound by the testimony of a witness it calls C. holding that it is not D. holding the tax court not bound to accept taxpayers uncontradicted testimony if it found the testimony to be improbable unreasonable or questionable E. holding that where testimony is inherently improbable the court may choose to disregard it

assistant: The best answer is A. holding that a court is not bound to accept testimony at face value even when it is uncontroverted if it is improbable unreasonable or questionable internal citation omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Novir-Compliant Java Technology Sun asserts that its claim of unfair competition supports an injunction prohibiting Microsoft from distributing non-compliant Java Technology that fails to support Sun’s JNI and includes unauthorized language extensions. Specifically, Sun asserts that Microsoft’s distribution of software products incorporating non-compliant versions of Sun’s Java Technology as part of a scheme to “kill cross-platform Java by growing] the polluted Java market” constitutes an “unfair” business practice. Preliminarily, Sun has established a reasonable likelihood of success in demonstrating that Microsoft’s distribution of non-compliant Java technology violates the compatibility provisions of the TLDA. See Sun, 21 F.Supp.2d at 1119-22, 1122-25; Sun, 188 F.3d at 1120 (<HOLDING>). In addition, Sun has also demonstrated Options: A. holding that a court may issue injunctive relief only when the movant demonstrates four factors substantial likelihood of success on the merits irreparable harm no substantial injury to the other party and furtherance of the public interest B. holding that the burden is on the appellant to bring forth a record that demonstrates error C. holding that substantial evidence demonstrates that microsoft violated the tlda D. holding that a stay of execution is only appropriate where the movant demonstrates substantial grounds upon which relief might be granted E. holding that the evidence that the defendant violated a probation condition was not competent and substantial because the state presented only hearsay evidence

assistant: The best answer is C. holding that substantial evidence demonstrates that microsoft violated the tlda
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 provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties hereto, except that Parent may assign, it its sole discretion, any or all of its rights, interest and obligations hereunder to any direct or indirect wholly owned Subsidiary of Parent. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder; provided , however , that the Company is an intended third party beneficiary of the agreement of the Stockholder set forth in Section 3(a) hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the net cash proceeds received in connection therewith does not exceed $50,000,000 in the aggregate during any fiscal year of the Company, determined on a consolidated basis for the Company and its Subsidiaries.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 1000 Louisiana Street, Suite 6800, Houston, Texas 77002 on the date hereof (the " Closing Date "). The Closing shall be effective as of at 12:01 a.m., local time, on the Closing Date.

assistant: Closings
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 Commitment Agreement is duly executed and delivered by the Independent Fiduciary, and is a valid and binding obligation of the Independent Fiduciary and enforceable against the Independent Fiduciary in accordance with its terms, subject to the Enforceability Exceptions. The execution, delivery and performance of this Commitment Agreement by the Independent Fiduciary, and the consummation by the Independent Fiduciary of the transactions contemplated to be undertaken by the Independent Fiduciary do not (1) violate or conflict with the certificates or articles of incorporation, bylaws, code of regulations, or the comparable governing documents of the Independent Fiduciary, (2) violate or conflict with any law or order of any governmental authority applicable to the Independent Fiduciary, (3) require any governmental approval, (4) violate or conflict with any law or order of any governmental authority applicable to any provision of the Plan Governing Documents or (5) require any consent of or other action by any person.

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: (4) explain why the statements were fraudulent.” Anatian v. Coutts Bank (Switzerland) Ltd., 193 F.3d 85, 88 (2d Cir. 1999). If “there are multiple defendants involved, the plaintiff must connect the allegations of fraud to each individual defendant.” Colony at Holbrook, Inc. v. Strata G.C., Inc., 928 F.Supp. 1224, 1231 (E.D.N.Y. 1996). For example, in Moore, the court held that a complaint met this heightened pleading standard where it “contained] a chart listing twelve different mailings said to contain fraudulent representations, along with the dates of these mailings and cross-references to the paragraphs of the complaint in which the mailings [were] further discussed.” 189 F.3d at 173; see also ABF Capital Mgmt. v. Askin Capital Mgmt., L.P., 957 F.Supp. 1308, 1326 (S.D.N.Y. 1997) (<HOLDING>). By contrast, in Colony at Holbrook, 928 Options: A. holding that confidential sources need not be named provided they are described in the complaint with sufficient particularity to support the probability that a person in the position occupied by the source would possess the information alleged B. holding analysts statements insufficient to satisfy particularity requirements because plaintiffs failed to identify with specificity the statements made by a particular defendant or describe how those statements were false or misleading C. holding that complaint met particularity requirement where for each defendant the plaintiffs identified and quoted from specific written materials they alleged were distributed to and relied upon by them and described how these materials were false or failed to disclose material information D. holding that although the government has a duty to make good faith effort to discover and disclose alleged brady material a failure to abide by this requirement will not require reversal where defendant unable to show information sought was material E. holding plaintiffs fraud claim failed rule 9b particularity requirement which in turn meant deceptive trade practices claim failed the particularity requirement

assistant: The best answer is C. holding that complaint met particularity requirement where for each defendant the plaintiffs identified and quoted from specific written materials they alleged were distributed to and relied upon by them and described how these materials were false or failed to disclose material information
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 captions used herein are solely for the convenience of the parties and are not used in construing this Agreement. Time is of the essence of this Agreement and the performance by each party of its or his or her duties and obligations hereunder.

assistant: Miscellaneous
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: “devise” and “inheritance”: Bequest - a gift by will of personal property; Devise - a testamentary disposition of land or realty; a gift of real property by the last will and testament of the donor; and Inheritance - property which descends to heir on the intestate death of another. Black’s Law Dictionary (5th Ed. West Pub. Co.1979). Based on these definitions, the Debtor’s interest in the Trust was not derived byway of bequest, devise or inheritance. His rights in the trust were transferred inter vivos, not by way of will or intestate succession. This holding is consistent with the majority of Courts that have addressed the issue of whether an interest in an inter vivos trust is within the reach of § 541(a)(5)(A). See, e.g., In re Schmitt, 215 B.R. 417, 422, n. 2 (9th Cir. BAP 1997) (<HOLDING>); Matter of Newman, 903 F.2d 1150, 1154 (7th Options: A. holding that ijnter vivos trust distributions are not considered interest obtained by bequest devise or inheritance B. holding that payments made to a debtor from inter vivos trusts within 180 days of filing the petition are not interests by way of bequest devise or inheritance and are not part of the bankruptcy estate C. holding that the corpus of an inheritance is not included in a parents gross income but that the interest generated by an inheritance is D. holding that the court is constrained to give a narrow construction to the words bequest devise and inheritance and to conclude such words do not encompass revocable inter vivos trusts E. holding that inter vivos trusts are not considered interest obtained by bequest devise or inheritance

assistant: The best answer is E. holding that inter vivos trusts are not considered interest obtained by bequest devise or inheritance
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: figure by restating the inventory to a FIFO basis. It had several reasons for not doing so: (1) Sieg’s independent accountants had refused to certify Sieg’s financial statements if inventory was stated on a FIFO basis; (2) Sieg-Fort Dodge’s inventory was obsolescent and slow moving; and (3) Sieg’s internal staff believed, based on their knowledge of Sieg-Fort Dodge’s inventory, that the stated book value of the inventory was accurate. Starting with a figure of $30.96, Si dge had continued to deteriorate in the year following this sale, the directors concluded the stock was worth less at the time of the merger than it had been worth a year earlier. Finally, they relied on offers made by one Sid Fisher, who was pressuring Sieg to sell Sieg-Fort Dodge for “pennies on the dollar.” See id. (<HOLDING>). We conclude there is substantial evidence to Options: A. holding void shares issued in excess of the amount of common shares authorized in the articles of incorporation B. holding that the failure to place a dollar value on a possible decrease in property value was not unreasonable C. holding preliminary offer tended to prove the lowest possible value of the shares D. holding determination of property value in case to decide if assessed value was excessive is not a liquidated demand where only evidence of property value was the conclusory allegation of value in plaintiffs unsworn petition E. holding that defendant must prove when the services were rendered to establish that the new value exception applies

assistant: The best answer is C. holding preliminary offer tended to prove the lowest possible value of the shares
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The waiver by a Party of any right hereunder, or of any failure to perform or breach by the other Party hereunder, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by the other Party hereunder whether of a similar nature or otherwise.

assistant: Waivers