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: could extend its more protective overtime pay laws to maritime workers on the high seas. We relied on the principle that FLSA sets a floor rather than a ceiling on protective legislation, holding that FLSA does not “preempt states from according more generous protection to maritime employees on the high seas off a state’s coastal waters.” Id. at 1425. In Williamson v. General Dynamics Corp., 208 F.3d 1144, 1152-53 (9th Cir.2000), we held that a common law fraud claim, which addressed conduct not within the scope of FLSA, was not preempted by FLSA. Our decision in Williamson contained somewhat contradictory statements. On the one hand, we suggested in dicta that “[c]laims that are directly covered by the FLSA (such as overtime and retaliation d L 24216269 (C.D.Cal. Dec.9, 2003) (<HOLDING>). A California Court of Appeal has also Options: A. holding in non 17200 case that the exclusive remedy for violations of the state and federal wage and hour laws is flsa B. holding that the flsa preempted plaintiffs wage and invasionofprivacy claims C. holding that 42 usc 1983 does not provide a remedy for flsa violations D. holding in non 17200 case that common law claims duplicative of the flsa are preempted E. holding the flsa does not provide the exclusive remedy for violations of its mandates

assistant: The best answer is A. holding in non 17200 case that the exclusive remedy for violations of the state and federal wage and hour laws is flsa
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 covenants of confidentiality set forth herein will apply on and after the date hereof to any Confidential Information and Trade Secrets disclosed by the Company or developed by the Executive while employed or engaged by the Company prior to or after the date hereof. The covenants restricting the use of Confidential Information and Trade Secrets will continue to apply following termination of this Agreement for so long as permitted by the governing law.

assistant: Survival
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 shall be effective as of September 8, 2016, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.

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: On the date hereof, and on the date of each purchase or contribution under the Purchase and Sale Agreement and hereunder (both before and after giving effect to such purchase or contribution), each Originator and the Transferor shall be Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay on the part of the Trust or any assignee thereof in exercising any power, right or remedy under this Agreement, any Pool Supplement or any Receivables Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

assistant: Waiver Of Jury Trials
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 the Company receives notice pursuant to Section 7(a) hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a sex-based hostile educational environment”). Plaintiff presents two arguments in opposition to summary judgment on this ground. First, Plaintiff contends that a jury could find that she suffered severe and pervasive sexual harassment because on March 8, 2012, the word “cunt” was keyed into the rear bumper of her car. See Pl.’s Post Summ. J. Hearing Br. 6 [#77] (“The carving of the word “c**t into Plaintiffs bumper was severe ;[and] by its very definition is sexual harassment.”). Plaintiff relies on Title VII case law in which courts have found that the repeated and pervasive use of sexually-degrading, gender-specific epithets and comments in the workplace may constitute actionable sexual harassment. See, e.g., Forrest v. Brinker Int’l Payroll Co., 511 F.3d 225, 229 (1st Cir.2007) (<HOLDING>); Marrero v. Goya of P.R., Inc., 304 F.3d 7, 19 Options: A. recognizing that a plaintiff can demonstrate that samesex harassment is because of sex by showing that the conduct was motivated by the coworkers sexual desire for persons of the same sex B. holding that restatement 2191 is inapplicable to alleged sexual harassment by a supervisor was sexual harassment within the scope of antonis employment of course not C. holding that sexual harassment need not take the form of sexual advances or other explicitly sexual conduct in order to be actionable under title vii D. holding that male coworkers conduct in inter alia repeatedly calk ing plaintiff a whore slut bitch and cunt over the course of months could constitute sexual harassment E. holding that evidence that male employees consistently called plaintiff whore floor whore curb whole curb side cunt and bitch a male employee pushed plaintiff against a wall and placed his knee between her legs and other men made comments to plaintiff that a woman had no place in a car dealership was sufficient to establish sexual harassment

assistant: The best answer is D. holding that male coworkers conduct in inter alia repeatedly calk ing plaintiff a whore slut bitch and cunt over the course of months could constitute sexual harassment
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 principal and interest on this Note shall be due and payable as follows: (i) all accrued and unpaid interest shall be due and payable in consecutive quarterly installments commencing on October 2, 2016, the first business day immediately succeeding the third fiscal quarter end for Solutions, and continuing on the first business day immediately succeeding each subsequent fiscal quarter end for Solutions, to and until the Maturity Date, and (ii) the entire unpaid principal balance of and all accrued and unpaid interest on this Note, together with all other amounts due and owing under this Note, shall be due and payable in full on the Maturity Date.

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: All payments made pursuant to this Plan shall be subject to all applicable reporting obligations and any tax or other contributions required to be withheld under Federal, state or local law, or the applicable laws of any non-U.S. taxing authority as interpreted by the Company.

assistant: Taxes
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: During the Term (as defined in Section 2), the Company shall employ Executive in the position of Chief Executive Officer of the Company and such other positions as shall be given to Executive by the Board of Directors of the Company (the “Board”). All of Executive’s powers and authority in any capacity shall at all times be subject to the direction and control of the Board. The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with Executive’s status as Chief Executive Officer. The Company and Executive acknowledge that Executive’s primary functions and duties as Chief Executive Officer shall be similar to those customarily performed by comparable officers of similar companies.

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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 364 U.S. 443 81 S.Ct. 229 5 L.Ed.2d 192 Harry R. THOMAS, petitioner,v.STATE OF VIRGINIA, respondent. No. 43. Supreme Court of the United States Argued Nov. 10, 1960. November 21, 1960 Cornelius H. Doherty, Washington, D.C., for petitioner. Robert D. McIlwaine, III, Richmond, Va., for respondent. On Writ of certiorari to the Circuit Court of Arlington County of the Commonwealth of Virginia. PER CURIAM. 1 The judgment of the Circuit Court of Arlington County of the Commonwealth of Virginia is reversed and the case is remanded to that court. Blodgett v. Silberman, 277 U.S. 1, 18, 48 S.Ct. 410, 72 L.Ed. 749. 2 Mr. Justice BLACK dissents for the same reason expressed by Mr. Justice HOLMES in Union Refrigerator Transit Co. v. Kentucky, 199 U.S. 194, 211, 26 S.Ct. 36, 41, 50 L.Ed. 150: 3 'It seems to me that the result reached by the Court probably is a desirable one, but I hardly understand how it can be deducted from the Fourteenth Amendment * * *.'

assistant: 8
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: would have her baby in prison. And if she did have the baby in prison, she would not be able to keep the child with her indefinitely. Nor would she be able to see her other child often, and she might even lose custody of both if she were imprisoned for a sufficiently long time. Sergeant McNicholas’s estimate of fifteen years of incarcera n the absence of excessive force, allegations that a police officer uses ethnic slurs against arrestees suffice to state an IIED claim. See Kelly v. City of Minneapolis, 598 N.W.2d 657, 660-61, 663 (Minn.1999) (upholding jury verdict on IIED claim in favor of arrestees where officers used justifiable force but also used racial epithet and disparaging names). But see Watkins v. City of Southfield, 221 F.3d 883, 890 (6th Cir.2000) (applying Michigan law) (<HOLDING>). An examination of the principles underlying Options: A. holding that arrest made with probable cause and without excessive force does not give rise to iied claim B. holding that because plaintiffs iied claim is based on the facts that support plaintiffs malicious prosecution claim plaintiffs iied claim did not accrue until the charges against them were dismissed C. holding that plaintiff stated iied claim where officers yelled racial slurs at attacked and filed false charges against him D. holding that plaintiff stated iied claim where officer allegedly hurled racial epithets at him and struck him without provocation E. holding that motorists allegation that racial epithet was used against him coupled with officers justifiable use of force did not state iied claim

assistant: The best answer is E. holding that motorists allegation that racial epithet was used against him coupled with officers justifiable use of force did not state iied 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: these terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions , correspondence , negotiations , previous arrangement , understanding or agreement between us relating to their subject matter .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties submit to the jurisdiction of the Courts of the State of California, County of San Diego, or a Federal Court empaneled in the State of California, Southern District, for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery by the Borrower of this Agreement and the performance by the Borrower of this Agreement and the Credit Agreement have been duly authorized by all necessary corporate or other organizational action of the Borrower, and do not and will not: (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or (ii) any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of Law.

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: If any term, condition, covenant, agreement or provision of this Lease, or the application thereof to any circumstance shall, to any extent, be held by a court of competent jurisdiction or by any authorized governmental authority to be invalid, void or unenforceable, the remainder of this Lease shall not be affected by such holding, and the remaining terms, conditions, covenants, agreements and provisions hereof shall continue in and be accorded full force and effect.

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 case excerpt and choose the best holding from the options. Case excerpt: contest the adoption, nor did he have any right to an evidentiary hearing to determine whether the adoption was in the best interest of the child. IV. JURISDICTION ¶ 29 Finally, C.F. contends that Utah has no jurisdiction over him, and thus he is not subject to Utah law. Specifically he asserts that he is a Washington State resident, has neither been to Utah nor conducted business here, and that Utah courts have never had subject matter or personal jurisdiction over him. C.F. errs in this assertion. He voluntarily invoked and submitted to the jurisdiction of Utah, its laws, and its court system when he intervened in the adoption proceeding. See Trent v. Trent, 735 P.2d 382 (Utah 1987); Rawlings v. Weiner, 752 P.2d 1327 (Utah Ct.App.1988); Kelly v. Draney, 754 P.2d 92 (Utah Ct.App.1988) (<HOLDING>); see also In re Marriage of Rizzo, 237 Options: A. holding that another states reservation of personal jurisdiction over a florida resident for the purpose of modifying its decree may last as long as the effectiveness of the decree and that no dueprocess violation occurs by the entry of a default modification against the florida resident if the florida resident was afforded proper notice B. holding that venue in a legal malpractice action was proper in utah where the plaintiff resided despite the fact that the attorneys were located in california because the plaintiff had telephone conversations and corresponded with each of the defendants from utah and therefore the attorneys had purposefully and regularly directed their contacts toward a utah resident when they were retained and throughout their handling of the infringement action C. holding that trial court had jurisdiction to consider custody dispute before a divorce or separation action had commenced D. holding that utah jurisdiction was proper over washington state resident who commenced proceedings in utah to enforce visitation and custody provisions of divorce decree E. holding venue proper where proper when the action was commenced

assistant: The best answer is D. holding that utah jurisdiction was proper over washington state resident who commenced proceedings in utah to enforce visitation and custody provisions of divorce decree
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: absence of an implied right of action). In either instance, the court’s review and plaintiffs’ rights are derived from and determined by statute. The court recognizes that there is some older authority (not pressed by plaintiffs), dealing primarily with trust asset management, that could be construed more broadly to be contrary to the court’s holding today. See Cramer v. United States, 261 U.S. 219, 229, 43 S.Ct. 342, 67 L.Ed. 622 (1923) (voiding, under trust law principles, a United States land patent that conveyed Indian lands to a railway and holding that “the fact that [the Indians’] right of occupancy finds no recognition in any statute or other formal governmental action is not conclusive”); Manchester Band of Pomo Indians v. United States, 363 F.Supp. 1238, 1245 (N.D.Cal.1973) (<HOLDING>); Pyramid Lake Paiute Tribe v. Morton, 354 Options: A. holding that a third party who receives trust property on inquiry notice that a trustee has misappropriated trust funds is also liable for breach of trust B. holding that a constructive trust had arisen on a third partys house due to her use of trust assets which had been diverted by the paca trustee to pay the mortgage and finding that the trust beneficiary plaintiffs are entitled to a lien on the property in the amount of the diverted funds C. holding that the united states bears the fiduciary trust duty to make trust property productive and relying at least primarily on the common law of trusts D. holding that the beneficiary of a trust was not the real party in interest regarding rights owned by the trust E. holding that trustees fiduciary duty exists independent of any clause in trust agreement

assistant: The best answer is C. holding that the united states bears the fiduciary trust duty to make trust property productive and relying at least primarily on the common law of trusts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are (as determined in good faith by the Borrower) customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, to a date not less than six months following the Maturity Date and (b) all insurance required to be maintained pursuant to the Security Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

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: All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agents, shall be sufficient in all respects if delivered or sent to (i) J.P. Morgan Securities LLC, 383 Madison Avenue, 6th Floor, New York, New York 10179, to the attention of Special Equities Group, Adam Rosenbluth (email adam.s.rosenbluth@jpmorgan.com), and (ii) JMP Securities LLC at 600 Montgomery Street, 11 th Floor, San Francisco, CA 94111, Attn: Aidan Whitehead (email: AWhitehead@jmpsecurities.com), and, if to the Company, shall be sufficient in all respects if delivered or sent to it at Dynex Capital, Inc., 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060, Attn: Stephen J. Benedetti (email: Stephen.benedetti@dynexcapital.com). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agents either by telephone (confirmed promptly by email) or email to the applicable Agent as follows: (i) Adam Rosenbluth (email: adam.s.rosenbluth@jpmorgan.com); Jemil D. Salih (telephone number: (212) 622-2723; email: jemil.d.salih@jpmorgan.com) and Ara H. Movsesian (telephone number: (212) 622-2619; email: ara.movsesian@jpmorgan.com) and (ii) Tosh Chandra (telephone number: (212) 906-3594; email: tchandra@jmpsecurities.com), Aidan Whitehead (telephone number: (415) 263-1676; email: AWhitehead@jmpsecurities.com), Lee Weiner (telephone number: (415) 263-1676; email: lweiner@jmpsecurities.com), Walter Conroy (email: wconroy@jmpsecurities.com) and Gil Mogavero (email: gmogavero@jmpsecurities.com); and Transaction Acceptances shall be delivered by the Agents to the Company by email to Byron L. Boston (byron.boston@dynexcapital.com), Stephen J. Benedetti (stephen.benedetti@dynexcapital.com), and Jeffrey L. Childress (jeff.childress@dynexcapital.com).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee’s employment with the Company shall terminate upon the earliest to occur of: (i) Employee’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 Employee with or without Good Reason.

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: of no reason, why the excluded evidence supports a finding Officer Hernandez had a motive or bias to falsely testify that appellant drove erratically. 3 . Appellant argues the officers lacked reasonable suspicion and probable cause for stopping him. For simplicity and because the differences between reasonable suspicion and probable cause are not material to our analysis, we will dispose of appellant’s issues by considering the officers’ reasonable suspicion to detain him. 4 . Appellant also apparently argues the State, at least at one point, believed Officer Hernandez’s 2006 termination was relevant, admissible evidence because the State originally disclosed this evidence to appellant in a Brady filing. See Brady v. Maryland, 373 U.S. 83, 87, 83 S.Ct. 1194, 10 L.Ed.2d 215 (1963) (<HOLDING>). However, appellant does not cite any Options: A. holding that a conviction violated due process because the prosecutor knowingly refused to disclose crucial exculpatory evidence to the defendant B. holding state has affirmative duty to disclose favorable and material evidence to defense C. holding the government has an affirmative duty to disclose exculpatory evidence to a criminal defendant D. holding prosecutor has affirmative duty to disclose material exculpatory evidence E. holding that the state has no affirmative duty to seek out and gain possession of potentially exculpatory evidence

assistant: The best answer is D. holding prosecutor has affirmative duty to disclose material exculpatory evidence
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 Notice may be amended from time to time by the Administrator in its discretion; provided , however , that this Agreement may not be amended in a manner that would materially impair your rights with respect to the Award Shares, as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: authority. Miss.Code Ann. § 79-29-303(1) (emphasis added). Moreover, “[n]o act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.” Miss.Code Ann. § 79-29-303(4). In this case, the Bankruptcy Court correctly found that Earwood was not authorized to convey title to Northlake and that Northlake had knowledge of the unauthorized act because Earwood owned North-lake. Earwood could not bind Kinwood. Miss.Code Ann. § 79-29-303(1). The question, however, is whether a subsequent BFP thereafter obtains clear title. No Mississippi court has ever considered these statutory provisions in light of a claimed BFP. Thus, this Court considered the rules of statutory construction and th pp.2002) (<HOLDING>). Although Mississippi has not considered the Options: A. holding that minors have authority to ratify or avoid conveyances upon reaching majority at which point conveyances become void ab initio B. holding that an action taken in violation of the automatic stay is void ab initio C. holding void ab initio ordinance proscribing punishment in excess of that authorized in charter D. holding that a state court judgment that modifies a discharge in bankruptcy is void ab initio and the rookerfeldman doctrine would not bar federal court jurisdiction E. holding that because there was no quorum of validly appointed board members the nlrb lacked authority to act and the enforcement order was therefore void ab initio

assistant: The best answer is A. holding that minors have authority to ratify or avoid conveyances upon reaching majority at which point conveyances become void ab initio
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: status in the far future. May v. Texas Higher Educ. Coordinating Bd. (In re May), 368 B.R. 850, 858 (Bankr.D.Neb.2007)(reeognizing, when applying the totality of the circumstances test, that forgiveness of the unpaid balance of the debt at the end of the ICRP period “may or may not result in tax liability for the debtor”). As many courts have recognized, predictions of tax liability at the conclusion of the ICRP period are necessarily speculative. Jones v. Bank One Texas, 376 B.R. 130, 142 n. 11 (W.D.Tex.2007)(noting that “forecasting such tax liability under whatever tax laws will be in effect in 25 years is shéer speculation”); Educ. Credit Mgmt. Corp. v. Stanley, 300 B.R. 813, 818 n. 8 (N.D.Fla.2003)(same); Paul v. Suffolk Univ. (In re Paul), 337 B.R. 730, 738 (Bankr.D.Mass.2006) (<HOLDING>); Archibald v. United Student Aid Funds, Inc. Options: A. holding that future tax liability is uncertain because in 25 years a debtor might pay off the debt or if insolvent might enter into the offer in compromise program and reach a settlement agreement with the internal revenue service B. holding that the debtor lacked standing to bring a claim against the internal revenue service for the improper assessment of a tax deficiency because the cause of action was the property of the estate and had not been abandoned to the debtor C. holding that the irss full participation in the bankruptcy proceeding in relation to an income tax debt did not bar it from collecting a gift tax debt that had also been listed in the debtors schedules where the irs did not file a proof of claim and the debtor did not force the irs into the proceeding on the gift tax debt D. holding that in the absence of a hold harmless agreement a former spouse has no claim against the debtor to pay a debt listed on the divorce agreement as belonging to the debtor because such a debt is not incurred in connection with the divorce but was incurred in connection with the debtors and former spouses original transaction with the creditor E. holding that a binding settlement on a tax liability must follow the requirements of the tax code which include the execution of a closing agreement

assistant: The best answer is A. holding that future tax liability is uncertain because in 25 years a debtor might pay off the debt or if insolvent might enter into the offer in compromise program and reach a settlement agreement with the internal revenue service
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 Parties agree that this Agreement and all related data and information (including any and all Development Reports) exchanged by them or otherwise delivered hereunder shall be maintained in strict and absolute confidence and no Party shall disclose or use, without the prior written consent of the other Parties, any part of this Agreement or such data or information unless the release of such information is required by Law (including any requirement associated with an elective filing with a Governmental Authority) or the rules or regulations of any stock exchange on which any securities of the Parties or any Affiliates are traded or such use as is reasonably necessary for such Party to exercise its rights and perform its obligations hereunder. Nothing in this Agreement shall prohibit the Parties from disclosing whatever information in such manner as may be required by statute, rule or regulation; nor shall any Party be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to either Party or to any Person proposing to purchase the equity in any Party to this Agreement or the assets owned by any Party to this Agreement to the extent such financial institutions and investors are bound by a written confidentiality and non-use agreement that, at a minimum, is as restrictive (both as to scope and duration) as the terms of this Section 17.11 and each Party hereto shall be an express third-party beneficiary to such agreement. Notwithstanding the foregoing, the restrictions in this Section 17.11 will not apply to information that (i) is in the possession of the Party receiving such information prior to disclosure by the other Party, (ii) is or becomes known to the public other than as a result of a breach of this Agreement or (iii) becomes available to a Party on a non-confidential basis from a source other than the other Party, provided that such source is not bound by a confidentiality agreement with, or other fiduciary obligations of confidentiality to, the other Party. With respect to any Third Party that holds a working interest in any portion of the Dedicated Properties, Gatherer, with the consent of Producer, may (x) share a copy of this Agreement to any such Person who requests a copy and (y) provide a gathering agreement, substantially in the form hereof, with such adjustments or modifications to accommodate a non-operating working interest owner as deemed necessary or appropriate by Gatherer to any such Person who elects to take production in kind, rather than having Producer market such production. This Section will survive any termination of this Agreement for a period of 24 Months from the end of the Year in which the date of such termination occurred.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of this Amendment and the Third Amended and Restated Credit Agreement has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: February 19, 2001 injury aggravated, accelerated, or combined with his preexisting condition to at least partially create the ultimate disability. See Metro. Stevedore Co. v. Crescent Wharf & Warehouse Co., 339 F.3d 1102, 1104-05 (9th Cir.2003), cert. denied, 543 U.S. 940, 125 S.Ct. 309, 160 L.Ed.2d 248 (2004). Accordingly, the Benefits Review Board properly upheld the ALJ’s determination that Centennial is the last responsible employer. 2. There was no abuse of discretion in denying Centennial’s motion to reopen the evidentiary record. Centennial’s new evidence of “collusion” on which the motion to reopen was based does not undermine the validity of the documentary and testimonial evidence on which the ALJ relied. Cf. E.P. Pawp Co. v. Director, 999 F.2d 1341, 1347 n. 1 (9th Cir.1993) (<HOLDING>). Neither does the new evidence establish that Options: A. holding that court reviews aljs decision for substantial evidence on the record as a whole including the new evidence submitted after the determination was made B. recognizing the aljs broad discretion to correct mistakes in the record C. recognizing that the district court is afforded broad discretion in ruling on motions for relief from judgment D. recognizing the district courts broad discretion to utilize civil procedures in a manner that is useful and equitable to the parties E. holding that district courts discretion is extremely broad

assistant: The best answer is B. recognizing the aljs broad discretion to correct mistakes in the record
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: judges may “refer to mediation any civil or criminal case.” The “judge,” who the summonsing documents claim to have ordered the mediation, is never identified in the record, leading to a reasonable conclusion that there was none. Notably, Appellant’s writ petition did not seek relief against any judge, named or unnamed. However, our agreement with Appellant’s contention that this is not an action arising from the district court does not end the inquiry in his favor. His chosen form of relief was to petition the Court of Appeals for a writ of prohibition against Roberts and Collier. A writ of prohibition may be issued only against judicial officers, and neither Roberts nor Collier is a judicial officer. See Commonwealth ex rel. Breckinridge v. Wise, 351 S.W.2d 491, 493 (Ky.1961) (<HOLDING>) Denial of Appellant’s claim was proper because Options: A. holding that for public policy reasons the mere filing of a bar complaint by a defendant against his attorney does not mandate removal of the attorney B. holding attorney general could not contract on behalf of the state to employ an assistant attorney beyond the attorney generals own term C. holding that the court lacked jurisdiction to consider an award of sanctions entered against attorney because the notice of appeal did not provide that attorney was appealing in his own name D. holding attorney lacked standing to challenge amount of attorney fees awarded plaintiffs not parties to the appeal E. holding that a writ of prohibition could not be issued against a commonwealths attorney because a commonwealths attorney is not a judicial officer

assistant: The best answer is E. holding that a writ of prohibition could not be issued against a commonwealths attorney because a commonwealths attorney is not a judicial officer
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: During the Employment Term, the Executive shall serve as the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “ Board ”). In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board, which duties, authority and responsibility are consistent with the Executive's position. The Executive shall also be appointed to serve as the Chairman of the Board and the Company shall take all proper and legal actions to have Executive elected and remain the Chairman of the Board during the Employment Term, subject to state and federal law and the bylaws of the Company, during the Employment Term, as long as Executive beneficially owns at least 3% of the common stock of the Company.

assistant: Positions
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 to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which will be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of this Plan and any rules, regulations and actions relating to this Plan will be governed by and construed exclusively in accordance with the laws of the State of Delaware, notwithstanding the conflicts of laws principles of any jurisdictions. Unless otherwise expressly provided in an Award Agreement, the Company and recipients of an Award under this Plan hereby irrevocably submit to the jurisdiction and venue of the Federal or State courts of the States of Colorado and Delaware relative to any and all disputes, issues and/or claims that may arise out of or relate to this Plan or any related Award Agreement. The Company and recipients of an Award under this Plan further agree that any and all such disputes, issues and/or claims arising out of or related to this Plan or any related Award Agreement will be brought and decided in the Federal or State courts of the States of Colorado or Delaware, with such jurisdiction and venue selected by and at the sole discretion of the Company.

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: insists' that such an interpretation violated the plain language of both 18 U.S.C. § 2256(1), which defines minor as “any person under the age of eighteen years,” and U.S.S.G. § 2G2.2(b)(2)(C). This court has never addressed the question of whether a § 2G2.2(b)(2)(C) enhancement is appropriate for situations where the recipient of the child pornography is over eighteen, but believed by the defendant to be under eighteen. Other circuits have addressed that issue in the context of undercover police officers posing as minors. Compare United States v. Morton, 364 F.3d 1300, 1304 (11th Cir.2004), vacated and remanded, 543 U.S. 1136, 125 S.Ct. 1338, 161 L.Ed.2d 95, opinion reinstated by 144 Fed.Appx. 804 (11th Cir.), and cert. denied, 546 U.S. 1053, 126 S.Ct. 785, 163 L.Ed.2d 608 (2005) (<HOLDING>), with United States v. Stevens, 462 F.3d 1169, Options: A. holding that it is within the power of the legislature to determine that the community should be beautiful as well as healthy spacious as well as clean wellbalanced as well as carefully patrolled B. holding that victim of a minor or partial breach must continue own performance but victim of a material or total breach is excused from further performance C. holding that an undercover law enforcement officer qualified as a minor under ussg 2g22b4 based on the interchangeable use of minor and victim in the commentary to that guideline as well as the definition of victim in the commentary D. holding the harmed victim need not be the victim of the offense of conviction E. holding that the victim impact and victim vulnerability aggravators were not overbroad and explaining that though the concepts of victim impact and victim vulnerability may well be relevant in every case evidence of victim vulnerability and victim impact in a particular case is inherently individualized

assistant: The best answer is C. holding that an undercover law enforcement officer qualified as a minor under ussg 2g22b4 based on the interchangeable use of minor and victim in the commentary to that guideline as well as the definition of victim in the commentary
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: Holder, on behalf of him or herself and each of his or her heirs, assigns, beneficiaries, executors, administrators and affiliates (collectively, the “ Release Group Members ” and individually a “ Release Group Member ”), hereby fully, forever, absolutely, irrevocably and unconditionally release, remise and forever discharge Issuer and each of its officers, directors, employees, agents, affiliates, successors and assigns (collectively, the “ Releasees ” and individually, a “ Releasee ”), of and from any and all manner of claims, actions, demands, causes of action, suits, covenants, contracts, promises, grievances, liabilities, obligations, promises, damages, agreements, rights, debts and expenses (including claims for attorneys' fees and costs), of every kind and nature, either in law or in equity, whether contingent, mature, known or unknown, or suspected or unsuspected, including, without limitation, any claims arising under any federal, state, local or municipal law, common law or statute, and whether arising in contract or in tort, and any claims arising under any other laws or regulations of any nature whatsoever that any Release Group Member ever had, now has or may have, for or by reason of, or in any way related to, his or her ownership of the Exchanged Shares or the transactions contemplated by this Agreement, including, but not limited to, any right to receive any dividends, distributions, or payment on account of such Exchanged Shares, from the beginning of the world to the Closing Date (collectively, the “ Released Claims ”). Holder represents and warrants to the Releasees that neither Holder nor any other Release Group Member has previously directly or indirectly assigned or otherwise transferred to any person or entity all or any of any of the Released Claims.

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 case excerpt and choose the best holding from the options. Case excerpt: Anthony Joseph Amara appeals pro se from the district court’s dismissal of his 42 U.S.C. § 1983 civil rights action for failure to exhaust administrative remedies. We have jurisdiction under 28 U.S.C. § 1291. We review de novo, Roles v. Maddox, 439 F.3d 1016, 1017 (9th Cir.2006), and we affirm. The district court properly dismissed Amara’s complaint without prejudice because Amara failed to exhaust administrative remedies as required by the Prison Litigation Reform Act. See McKinney v. Carey, 311 F.3d 1198, 1199 (9th Cir.2002) (<HOLDING>); see also Wyatt v. Terhune, 315 F.3d 1108, Options: A. holding that exhaustion under 42 usc 1997ea must occur prior to the commencement of the action B. holding that 1997ea requires proper exhaustion C. holding that 42 usc 1997ea requires prisoners to exhaust a process and not a remedy D. holding that proper exhaustion under 42 usc 1997ea is mandatory and requires adherence to administrative procedural rules E. holding that proper exhaustion of administrative remedies is necessary under section 1997ea

assistant: The best answer is A. holding that exhaustion under 42 usc 1997ea must occur prior to the commencement of the action
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: Consistent with Section XVI of the Employment Agreement, this Agreement has been executed and delivered in the State of New Jersey and its validity, interpretation, performance and enforcement shall be governed by the internal laws of the State of New Jersey (without reference to its conflict of laws rules).

assistant: Governing Laws