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: judgment of the district court is affirmed. 1 . The Honorable Rodney W. Sippell, United States District Judge for the Eastern District of Missouri. 2 . Trotter frames his argument on appeal as a challenge to the district court's denial of his motion to dismiss for lack of jurisdiction. Because Trotter was charged with an offense against the laws of the United States, the court clearly had jurisdiction and his motion to dismiss was properly denied. 18 U.S.C. § 3231 (“The district courts of the United States shall have original jurisdiction ... of all offenses against the laws of the United States.”). A challenge to the constitutionality of a statute as applied to a particular defendant does not extinguish jurisdiction. See, e.g. United States v. Foster, 443 F.3d 978, 981 (8th Cir.2006) (<HOLDING>). The substance of Trotter's argument, however, Options: A. holding after lopez that the interstate nexus element of the hobbs act still requires the government to show only a minimal connection to interstate commerce B. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce C. holding the meaning of commerce element in a different federal statute the hobbs act to be a question of law D. holding that the district court properly denied defendants motion to dismiss based upon a lack of jurisdiction when defendant challenged the interstate commerce element of the hobbs act E. holding the limitations to congresss commerce clause authority recognized in lopez have no effect on the establishment of the interstate commerce element of the hobbs act

assistant: The best answer is D. holding that the district court properly denied defendants motion to dismiss based upon a lack of jurisdiction when defendant challenged the interstate commerce element of the hobbs 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 legal provision and list the applicable contract clause categories. Provision: Terms used in this Form of Terms that are defined in the Plan will have the meanings ascribed to them in the Plan. The Long Term Incentive Program Document (the “LTI Program Document”), an administrative document adopted by the Committee which is set forth at https:/mysource.southernco.com, contains additional provisions that apply to RSU Awards. Additionally, RSU Awards are subject to the terms and conditions set forth in the Plan and any other administrative documents adopted by the Committee from time to time. If there is any inconsistency between the terms herein and the terms of the Plan or any administrative document adopted by the Committee, the Plan’s terms and the administrative document’s terms will supersede and replace the conflicting terms of this Form of Terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This agreement contains the entire agreement of the parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

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 legal provision and list the applicable contract clause categories. Provision: Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Loan Parties believe that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operating in the same or similar locations.

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: Interest on Advances shall be payable in arrears on the first (1 st ) day of each month with respect to Domestic Rate Loans and, with respect to LIBOR Rate Loans, at the end of each Interest Period, provided that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to (i) with respect to Revolving Advances, the Revolving Interest Rate and (ii) with respect to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans. Except as expressly provided otherwise in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the Revolving Interest Rate shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Administrative Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at the Revolving Interest Rate for Domestic Rate Loans plus two percent (2%) per annum (the “Default Rate”).

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 case excerpt and choose the best holding from the options. Case excerpt: been completed and 2) further investigation into issues such as whether there was hair in the shotgun hole was not necessary because, if used at trial, it would have been perceived as “tearing apart the victim.” Thus, Roark’s decision to not investigate was essentially a combination of acts within the wide range of reasonable professional assistance and one that falls within the category of strategic or tactical decisions that should not be second guessed. Hollon does not present any persuasive argument that' the investigation was below an objective standard. Consequently, we uphold the district court’s determination that Hollon has not established a claim of ineffective assistance of counsel in this regard. D. Suppression of Hollon’s Confession Hollon argues that Roark rendered in ) (<HOLDING>). In this case, the district court determined Options: A. holding that counsels failure to move to suppress the defendants confession constituted ineffective assistance because it was obvious that the confession would have been suppressed B. holding that a petitioner must show that the outcome of his appeal would have been different had counsel raised the issue C. holding that for an ineffective assistance of counsel claim to be established a defendant must show that but for counsels error the outcome of his proceedings would have been different D. holding that to show prejudice in a claim of ineffective assistance of appellate counsel the petitioner must show a reasonable probability that but for counsels errors the result of the proceeding would have been different E. holding that where the record supported the district courts conclusion that statements would not have been suppressed and there had been nothing submitted on appeal to lead to a different conclusion the petitioner had not shown any resulting prejudice from the failure to file a motion to suppress and therefore had not established a claim of ineffective assistance of counsel

assistant: The best answer is E. holding that where the record supported the district courts conclusion that statements would not have been suppressed and there had been nothing submitted on appeal to lead to a different conclusion the petitioner had not shown any resulting prejudice from the failure to file a motion to suppress and therefore had not established a claim of ineffective assistance of counsel
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Purchaser has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper action on its part, and no additional proceedings or actions on the part of the Purchaser are necessary to authorize the execution, delivery and performance by it of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Purchaser. This Agreement and each Ancillary Agreement to which the Purchaser is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity.

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: The Employee understands that in the event of a violation by the Employee of any provision of this Agreement or the Protective Covenant Agreement, the Company has the right to seek injunctive relief, in addition to any other remedies provided by law including actual, incidental and consequential damages, without the requirement of posting bond. The Employee also agrees that the Company will be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, royalties, or other financial rewards which the Employee or any other entity or person may realize as a result of the Employee’s violations of these agreements. The Employee will reimburse the Company for all costs, expenses or damages that it incurs as a result of any violation by the Employee of any provision of these agreements, including court costs, litigation expenses, and reasonable attorneys’ fees.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2 . Dkt. 17 at 23. 3 . Fed.R.Civ.P. 56(c); Fed. R. Bankr.P. 7056. 4 . Huey v. Honeywell, Inc., 82 F.3d 327, 334 (9th Cir.1996) (quoting Celotex v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)). 5 . 11 U.S.C. § 727(a)(2)(A). 6 . Retz v. Samson (In re Retz), 606 F.3d 1189, 1196 (9th Cir.2010) (quoting Bernard v. Sheaffer (In re Bernard), 96 F.3d 1279, 1281 (9th Cir.1996)). 7 . Commerce Bank and Trust Co. v. Burgess (In re Burgess), 955 F.2d 134, 137 (1st Cir.1992) (quoting Dilworth v. Boothe, 69 F.2d 621, 624 (5th Cir.1934)). 8 . Chung v. Animal Clinic, 63 Haw. 642, 645, 636 P.2d 721 (Haw. 1981). 9 . Haw.Rev.Stat. § 414-42(4). 10 . Id. 11 . See, e.g., Cambridge Tempositions, Inc. v. Cassis (In re Cassis), 220 B.R. 979, n re Reed), 700 F.2d 986, 993 (5th Cir.1983) (<HOLDING>). Compare Sachan v. Huh (In re Huh), 506 B.R. Options: A. recognizing that loss of consortium is a right of action separate from that of the spouse B. holding that knowledge of prohibited activities is not necessarily the same as fraudulent intent and that the code does not allow attribution of intent from spouse to spouse C. holding that fraudulent intent as required in the charge of embezzlement can be inferred from the facts proven direct evidence of such intent is not necessary D. holding that a spouse is not necessarily an agent of the debtor E. holding that absent an actionable injury to one spouse the other spouse cannot recover for loss of consortium

assistant: The best answer is B. holding that knowledge of prohibited activities is not necessarily the same as fraudulent intent and that the code does not allow attribution of intent from spouse to spouse
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and we hold that the inquiries at issue were permissible here. Young next argues that the firefighters’ questioning of Medrano was improper because it was formal in its nature: two firefighters asking Medrano questions at a fire station for forty-five minutes. To determine the level of formality, we look at how the questions were asked, and we look at where and when the “encounter occur[ed] — e.g., at or near the scene of the crime versus at a police station, during an ongoing emergency or afterwards.” Bryant, 131 S.Ct. at 1156; Martin, 885 N.E.2d at 21 (concluding that there was little formality to the situation because the declarant was questioned while she was hysterical and sitting by the side of the road with “blood all over her face”); of. Crawford, 541 U.S. at 66, 124 S.Ct. 1354 (<HOLDING>). Here, the firefighters first encountered Options: A. holding that the state could ask leading questions of its witness a codefendant who had entered a plea after witness initially refused to answer questions in violation of her plea agreement B. holding that later declarations during defendants confession leading officers to evidence of the crime constituted part of one continuous confession that began at the police station C. holding that when the victim calmly responded to questions at the police station with officers often asking leading questions the statements were testimonial D. holding that subject matter questions may be but are not necessarily decided before questions of personal jurisdiction E. holding that there was no interrogation where the police asked only routine booking questions that did not relate even tangentially to criminal activity moreover there is no evidence that the defendant was particularly susceptible to these questions or that police somehow used the questions to elicit an incriminating response from the defendant

assistant: The best answer is C. holding that when the victim calmly responded to questions at the police station with officers often asking leading questions the statements were testimonial
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: 2395, 115 L.Ed.2d 410 (1991) (linking clear statement rule with constitutional avoidance canon). The Court in Will derived this “clear statement” rule from the Eleventh Amendment cases requiring an explicit textual intent to abrogate a state’s Eleventh Amendment immunity, but noted its applicability in a range of contexts in which Congress alters the federal-state balance of power. See Will, 491 U.S. at 65, 109 S.Ct. 2304. In Gregory, the Court applied this “plain statement” principle where Congress’ imposition of liability under the Age Discrimination in Employment Act would “upset the usual constitutional balance” by interfering with the states’ fundamental role in defining the qualifications of their state judges. Id. at 460-61, 111 S.Ct. 2395; see id. at 464-67, 111 S.Ct. 2395 (<HOLDING>). It cannot seriously 'be disputed that if Options: A. holding that in an earlier version of 11 u s c 106 congress had failed to make sufficiently clear its intent to abrogate state sovereign immunity B. holding that state judges are absolutely immune from 1983 liability except when acting in the clear absence of all jurisdiction C. holding that congress did not make a sufficiently clear statement in the adea that state judges are within the acts coverage D. holding that a public corporation in that case a commission created to provide information about the tva is an entity separate from the state and its acts are not acts of the state within the meaning of the state constitutions prohibition against the state creating new debts E. holding that judges have immunity from suit for judicial acts

assistant: The best answer is C. holding that congress did not make a sufficiently clear statement in the adea that state judges are within the acts coverage
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 provisions of Sections 3 hereof, the shall vest as follows, provided that the Participant is continuously serving as a Director, 100% on the first anniversary of the Grant Date specified above. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.

assistant: Vesting
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: gained by looking beyond the allegations of the complaint. See, e.g., American Motorists Ins. Co. v. General Host Corp., No. 88-1503, — F.2d - (10th Cir. March 21, 1991) (Westlaw 35967) (concluding, based on “extensive findings of fact in [an underlying case] indicating that the pollution at issue ... was intended by defendants,” that the pollution was not “accidental” and granting insurer’s motion for summary judgment that it did not have a duty to defend or indemnify); Great Lakes Container Corp. v. National Union Fire Ins. Co. of Pittsburgh, Pennsylvania, 727 F.2d 30 (1st Cir. 1984) (“Under New Hampshire law, the complaint and the policy alone may be sufficient for a determination of no coverage. Independent evidence, of course, may be needed if the compl 72, 240 N.W.2d 310 (1976) (<HOLDING>); Transamerica Ins. Co. v. Sunnes, 77 Or.App. Options: A. holding that insurer had a continuing duty to defend B. holding that under new york law for an insurer to have no duty to defend the court must find as a matter of law that based on the pleadings there was no possible factual or legal basis on which the insurer might eventually be held obligated to indemnify the insured C. holding based on deposition which revealed that defective materials were used and construction was contrary to workmanship standards that insurer had no duty to defend because damages should have been expected by the insured D. holding that a cgl policy such as the one at issue here does not insure against claims for defective or negligent workmanship or construction because defective workmanship does not constitute an accident and therefore claims for defective or negligent workmanship do not constitute an occurrence under the policy E. holding that an insurer had a duty to defend the insured until it could establish that those claims were not supported by the facts

assistant: The best answer is C. holding based on deposition which revealed that defective materials were used and construction was contrary to workmanship standards that insurer had no duty to defend because damages should have been expected by the insured
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: whether a bankruptcy court has the statutory power to issue a report and recommendation in a "core” proceeding where it lacks constitutional authority to enter final judgment, it needed to reach the issue of whether it could finally decide the Trustee's claims. See Memphis Holdings, 461 B.R. at 185-86. 3 . This is the conclusion already reached since Stern by several courts. See, e.g., In re Lyondell Chem. Co., No. 11 Civ. 8251(DLC), 2012 WL 1038749, at *6-9 (S.D.N.Y. Mar. 29, 2012); In re Heller Ehrman LLP, 464 B.R. 348, 354 (N.D.Cal.2011) (“Stern clearly implied that the bankruptcy court lacks constitutional authority to enter final judgment on ... fraudulent conveyance claims....”); In re Coudert Bros. LLP, No. 11-2785(CM), 2011 WL 5593147, at *7-9 (S.D.N.Y. Sept. 23, 2011) (<HOLDING>). But see Memphis Holdings, 461 B.R. at 186 Options: A. holding that stem does not change bankruptcy courts authority to decide fundamental core procedures of bankruptcy court B. holding bankruptcy court lacked constitutional authority to finally decide trustees private state law claims including inter alia fraudulent conveyance claim C. holding inter alia that common law claims were preempted D. holding plaintiffs state law claims of inter alia tortious interference with contract are preempted by section 301 of lmra E. holding that claims including constitutional claims must be asserted in trial court to be raised on appeal

assistant: The best answer is B. holding bankruptcy court lacked constitutional authority to finally decide trustees private state law claims including inter alia fraudulent conveyance claim
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: To the best of its knowledge, CAPC has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

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 legal provision and list the applicable contract clause categories. Provision: Employer shall hold harmless, defend, and indemnify Employee from all claims, demands, or causes of action brought, at any time, against Employee as a result of any of the following circumstances: (a) Employee’s providing services to Employer; (b) any action or inaction arising from or relating to Employee’s position as an Officer of Employer; or (c) any action taken or which should have been taken in the course and scope of Employee’s employment with Employer, or which arose from or related to such employment, including all costs for any judgment, settlement, attorney fees, legal defense, and other expenses related to same; provided, however, that such indemnification obligations provided herein shall not extend to any events which constitute willful misconduct, fraud or gross negligence.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Confidentiality Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Confidentiality Agreement, nor any waiver of any rights under this Confidentiality Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Confidentiality Agreement.

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 legal provision and list the applicable contract clause categories. Provision: If a provision of this Stock Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not), and that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Stock Agreement; or the validity or enforceability in other jurisdictions of that or any other provision of this Stock Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Exhibits attached hereto constitute the entire agreement between the Parties respecting the subject matter hereof and there are no verbal or collateral understandings, agreements, representations other than as expressly set forth herein and therein.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you must include ( 1 ) your name and residence address ; ( 2 ) your email address ; and ( 3 ) a clear statement that you want to opt out of these terms ' arbitration agreement .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, all of which taken together shall constitute a single instrument. Copies of this Amendment may be executed and delivered via ‘PDF’ or other electronic means with the same force and effect as originals.

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 legal provision and list the applicable contract clause categories. Provision: The Committee may waive any conditions of or rights of the Corporation or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Grantee, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall be binding upon and inure to the benefit of the parties hereto and their perspective successors and assigns, subject to the provisions of the Lease regarding assignment or other transfers of Tenant’s rights under the Lease.

assistant: Successors
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 an oral contract is three years. K.S.A. 60-512(1). In Kansas the applicable statute of limitations governing actions brought under the applicable theories of tort is two years. K.S.A. 60-513(a)(4). Defendants argue in their motion that plaintiffs’ claims are barred by these statutes of limitations. We agree. Because we have determined that the date of commencement of the present action is June 27, 1989, the primary issue for our determination is the date that plaintiffs’ claims first arose. From the face of the complaint it is apparent that the will and trust agreement was executed on January 15, 1986. We conclude that a cause of action for breach of contract arose no later than that date. See Rogers v. Williams, Larson, Voss, Strobel & Estes, 245 Kan. 290, 292, 777 P.2d 836 (1989) (<HOLDING>). Under the applicable statute of limitations Options: A. holding that when the claim was duly established as a valid claim against the estate the laws of limitation could no longer apply while the estate was being administered under the probate law B. holding that a claim for breach of contract against a lawyer regarding estate taxes arose no later than the date on which the estate tax return was filed not when the alleged error was discovered C. holding that a legal malpractice claim arising from errors by an attorney in rendering estateplanning services is properly brought by the personal representative of the estate when excess estate taxes are paid by the estate in contravention of the decedents intended estate plan D. holding that taxes were a claim against the estate that had to be filed in probate court thus reversing an order requiring heirs to pay taxes on estate property because the district court did not have jurisdiction E. holding that an anticipated tax refund was property of the bankruptcy estate as of the date the bankruptcy case was filed

assistant: The best answer is B. holding that a claim for breach of contract against a lawyer regarding estate taxes arose no later than the date on which the estate tax return was filed not when the alleged error was discovered
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 Term of Employment, and Executive’s employment hereunder, shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with or without Good Reason. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein or in any plan or grant, all of Executive’s rights to Base Salary, Annual Bonus, employee benefits and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you hereby expressly agree , that to the fullest extent not prohibited by the applicable law , that the company shall not be liable , in any event , for :

assistant: Limitation of liability
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 matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

assistant: Governing 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: However, within this claim, Downs also argues counsel rendered ineffective assistance by not objecting to the various jury instructions. At the time of Downs’ resentencing, the trial court used the standard jury instructions, which had been approved by this Court. See Brown v. State, 565 So.2d 304, 309 (Fla.1990) (affirming instruction on cold, calculated and premeditated aggravating factor), abrogated by Jackson v. State, 648 So.2d 85 (Fla.1994); Lightbourne v. State, 438 So.2d 380, 385 (Fla.1983) (upholding validity of aggravating and mitigating statute challenged on vagueness grounds). Thus, trial counsel cannot be deemed ineffective under the standards set forth in Strickland for not objecting to the constitutional validity of these instructions. See Harvey, 656 So.2d at 1258 (<HOLDING>); Mendyk, 592 So.2d at 1080 (“When jury Options: A. holding that the prejudice prong of strickland was not met in a claim of ineffective assistance of counsel for failing to object to the prosecutors misstatement of law where the trial court properly instructed the jury B. holding that counsel may not be deemed ineffective under strickland for failing to object to jury instructions where this court previously upheld validity of those instructions C. holding that if jury instructions viewed as a whole fairly state the applicable law to the jury the failure to give particular instructions will not be error D. holding that where jury has been properly instructed counsel is not ineffective for failing to object to an instruction E. holding appellant made facially sufficient claim of ineffective assistance of counsel where he asserted counsel failed to object to jury instructions which improperly combined elements of separate offenses

assistant: The best answer is B. holding that counsel may not be deemed ineffective under strickland for failing to object to jury instructions where this court previously upheld validity of those instructions
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 Agreement, as amended by this Amendment, constitutes the full and complete agreement and understanding between the parties hereto and shall supercede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in the Agreement, as so amended, and no provision of the Agreement, as so amended, may be modified, amended, waived or discharged, in whole or in party, except by a written instrument executed by all of the parties hereto.

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: with vagueness in the sense that the term “requires a person to conform his conduct to an imprecise but comprehensible normative standard,” whose satisfaction may vary depending upon whom you ask. See, e.g., Coates, 402 U.S. at 614, 91, S.Ct. 1686. Rather, a statute is unconstitutionally vague if, applying the rules for interpreting legal texts, its meaning “spe-cifie[s]” “no standard of conduct ... at all.” Id.; see also Village of Hoffman Estates v. Flipside, Hoffman Estates, Inc., 455 U.S. 489, 495 n.7, 102 S.Ct. 1186, 71 L.Ed.2d 362 (1982) (setting forth the distinction articulated in Coates as describing what “the complainant must prove” “to sustain ... a challenge” on vagueness grounds); Int’l Harvester Co. of Am. v. Kentucky, 234 U.S. 216, 221, 34 S.Ct. 853, 58 L.Ed. 1284 (1914) (<HOLDING>). “As a general matter,” the vagueness doctrine Options: A. holding that va code 182603 is not void for vagueness B. holding a law is void for vagueness when it offers no standard of conduct that was possible to know emphasis added C. recognizing that general rule applies only to statutes that implicate no constitutionally protected conduct emphasis added D. holding that an application is pending from the time it is first filed emphasis added E. holding residual clause of acca void for vagueness

assistant: The best answer is B. holding a law is void for vagueness when it offers no standard of conduct that was possible to know emphasis added
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto agrees to execute and deliver any and all further agreements, documents or instruments necessary or convenient to effectuate this Agreement and the transactions referred to herein or contemplated hereby or reasonably requested by the other party to perfect or evidence his, hers or its rights hereunder. Each party will promptly notify the other party of any information delivered to or obtained by such party which would prevent the consummation of the transactions contemplated by this Agreement, or would indicate a breach of the representations or warranties of any of the parties to this Agreement or as to which any party intends to seek indemnity under any of the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 182 F.3d 769, 773 (10th Cir.1999) ("[I]f it is determined that the state post-conviction procedure is unconstitutional, then such procedures would not, in most instances, be regarded as an adequate state procedural bar to habeas consideration of the underlying conviction.”). 4 .Other circuits have repeatedly enforced the "alternative holding” rule set forth in Harris. See, e.g., Stephens v. Branker, 570 F.3d 198, 208 (4th Cir.2009); Campbell v. Burris, 515 F.3d 172, 177 & n. 3 (3d Cir.2008) (noting that whether the state court “actually reviewed” the merits of a petiti the OCCA no doubt made an alternative holding on post-conviction review when it utilized the prefatory phrase "in any event” before addressing the merits of the Ake claim. See Sochor, 504 U.S. at 534, 112 S.Ct. 2114 (<HOLDING>). 6 . Of course, if a state court conspicuously Options: A. holding that a federal court litigant who is forced into state court under pullman may reserve a right to return to federal court in that the plaintiff can preserve the right to the federal forum for federal claims by informing the state court of his or her intention to return following litigation of the state claims in the state court B. recognizing that an advisory opinion is one that offers an opinion on a moot issue C. holding that the portion of a state court opinion following the phrase in any event is an alternative holding D. recognizing ajlthough presiding judge mccormicks opinion in davis is labeled a concurring opinion it was joined by a majority of the court and may be regarded as an opinion for the court E. holding that use of phrase shady practitioner to describe lawyer was nonactionable opinion where the article set forth the facts upon which the opinion was based

assistant: The best answer is C. holding that the portion of a state court opinion following the phrase in any event is an alternative holding
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court found that the most complete relief possible includes both an award of back pay and promotion retroactive as of July 12, 2000, because plaintiffs would have been promoted and received lieutenants’ salaries but for the unlawful discrimination. We agree with the district court, despite the City’s arguments to the contrary. The City argues that plaintiffs are not entitled to promotion or back pay because there is no assurance, even had the sergeants passed the promotional process, that they would have been promoted to lieutenant because the police department often operates below budget and may not have hired all passing candidates. However, the City does not present any evidence to support this contention, and, thus failing to meet its burden, see Wooldridge, 875 F.2d at 547 (<HOLDING>), we dismiss its argument. The City also Options: A. holding that appellant bears burden of establishing jurisdiction by a preponderance of the evidence B. holding that the defendant bears the burden of demonstrating that the action should be transferred C. holding that burden is upon employer to demonstrate by preponderance of evidence that claimant committed act in question D. holding that an appellant bears the burden of demonstrating error on appeal E. holding that defendant bears burden of demonstrating by a preponderance of the evidence that factors other than the condemned discrimination caused the decision of which claimant complains

assistant: The best answer is E. holding that defendant bears burden of demonstrating by a preponderance of the evidence that factors other than the condemned discrimination caused the decision of which claimant complains
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: implicitly recognized a constitutional cause of action based on the widow’s allegations of "arbitrary government action” — allegations apparently lacking in Johnson — when it ”refus[ed] to characterize the city’s alleged [failure to train or warn] in this case as arbitrary in a constitutional sense.” Id. at 128, 112 S.Ct. 1061 (emphasis added). We have no reason to believe the Court in Collins limited such cause of action to the employment context. In fact, the Court noted that the employment relationship was "not of controlling significance” and that its analysis would apply to "pedestrians” harmed by a city’s deliberate indifference to his or her safety. Id. at 119, 112 S.Ct. 1061; see also County of Sacramento v. Lewis, 523 U.S. 833, 836, 118 S.Ct. 1708, 140 L.Ed.2d 1043 (1998) (<HOLDING>). Today, however, we need not address the Options: A. holding that plaintiff must allege conduct so arbitrary and unreasonable that it shocks the conscience in order to state substantive due process claim in context of social workers alleged interference with parents custody rights B. recognizing 1983 substantive due process claim C. holding that the passenger of a vehicle being pursued by police was not seized during a fatal collision and therefore could assert a substantive due process claim under the fourteenth amendment D. holding a police chase of a fleeing suspect that resulted in a fatal accident may support a substantive due process claim based on the theory that the officers conduct constituted arbitrary government action shocking the judicial conscience E. recognizing that substantive due process tenet which ensures that government action is not arbitrary regardless of whether the procedures afforded were fair

assistant: The best answer is D. holding a police chase of a fleeing suspect that resulted in a fatal accident may support a substantive due process claim based on the theory that the officers conduct constituted arbitrary government action shocking the judicial conscience
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: UGI, the Board, the Compensation Committee, the Administrative Committee, all fiduciaries with respect to the SSP, and all other persons or entities associated with the operation of the SSP, and the provision of benefits thereunder, may reasonably rely on the truth, accuracy and completeness of all data provided by the Participant, including, without limitation, data with respect to age, health and marital status. Furthermore, UGI, the Board, the Compensation Committee, the Administrative Committee and all fiduciaries with respect to the SSP may reasonably rely on all consents, elections and designations filed with the SSP or those associated with the operation of the SSP by any Participant, or the representatives of any such person without duty to inquire into the genuineness of any such consent, election or designation. None of the aforementioned persons or entities associated with the operation of the SSP or the benefits provided under the SSP shall have any duty to inquire into any such data, and all may rely on such data being current to the date of reference, it being the duty of the Participants to advise the appropriate parties of any change in such data.

assistant: Consents
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 Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Reporting Company or any of the Reporting Company’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

assistant: Participations