flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement nor any interest hereunder shall be assigned or transferred by Purchaser without Seller’s written consent; provided, however, that no such consent shall be required with respect to Purchaser’s assignment to one or more entities (each such entity, a “ Permitted Assignee ”) that (a) (x) are wholly owned, directly or indirectly by, or (y) controlled by or under the common control of, Purchaser, and (b) delivers, on or before the date that is ten (10) Business Days before the Closing Date, to Seller a duly executed assumption of all of the duties and obligations of Purchaser by the proposed assignee (including an express statement of the representation and warranty in Section 9.4.5 above). Notwithstanding the foregoing sentence, Seller understands that Purchaser is entering into this Agreement as agent and for the benefit of its nominees and designees, which have been created and shall be disclosed to Seller prior to Closing. Seller further understands that Purchaser is acting as a ‘straw party” for such nominees and designees, has no intent to obtain legal or equitable title to the Membership Interests and that, prior to or concurrent with Closing, Purchaser shall assign this Agreement, and shall be permitted to do so without Seller’s consent, to such two nominees and designees that are Permitted Assignees as follows: (a) Purchaser intends to assign this Agreement with respect to Trust’s 99.75% of the Membership Interests to one such nominee and designee, and (b) Purchaser intends to assign this Agreement with respect to TRS Inc.’s 0.25% of the Membership Interests to the other such nominee and designee. Upon the occurrence of the assignment of this Agreement to such two nominees and designees in accordance with the provisions of this Section 11.2 , Purchaser shall be released from any and all duties and obligations to Seller provided for under this Agreement, and the closing documents shall reflect the names of the two nominees and designees rather than Purchaser; provided, however, if any Transfer Tax shall be due and owing in connection with any assignment of this Agreement by Purchaser, then Purchaser and any assignees of Purchaser’s interest in this Agreement shall be responsible for payment of same and agree to indemnify and hold harmless Seller from any liability for such Transfer Taxes. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon Seller and Purchaser and their respective successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Board determines in good faith that it is necessary or appropriate to modify or amplify the manner in which the balances of the Capital Accounts are computed or the items of Net Profits and Net Losses are determined in order to comply with Regulations Section 1.704-1(b), the Board may make such modification or amplification. All matters concerning the computation of Capital Accounts, the allocation of items of Group income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Board in good faith. Such determinations shall be final and conclusive as to all the Members.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: full search of automobile incident to citation for speeding since "[n]o further evidence of excessive speeding] was going to be found” once vehicle was stopped and citation issued). 22 . Davis, 947 S.W.2d at 243. 23 . United States v. Shabazz, 993 F.2d 431, 436 (5th Cir.1993). 24 . Illinois v. Caballes, 543 U.S. 405, 407, 125 S.Ct. 834, 837, 160 L.Ed.2d 842 (2005). 25 . United States v. Sharpe, 470 U.S. 675, 685-86, 105 S.Ct. 1568, 1575, 84 L.Ed.2d 605 (1985). 26 . Kothe, 152 S.W.3d at 64 (citing Sharpe, 470 U.S. at 685-86, 105 S.Ct. at 1575 (rejecting a per se rule that a twenty-minute detention was too long under the circumstances)). 27 . United States v. Machuca-Barrera, 261 F.3d 425, 432 (5th Cir.2001). 28 . Id.; see United States v. Sandoval, 29 F.3d 537, 542-43 (10th Cir.1994) (<HOLDING>); People v. Cox, 202 Ill.2d 462, 270 Ill.Dec. Options: A. holding defendants nervousness in part presented officer with reasonable articulable suspicion of criminal activity B. holding that prolonged detention beyond time necessary to write citation was unreasonable absent reasonable suspicion of criminal activity C. holding detention of passenger for warrant check violated fourth amendment absent reasonable suspicion D. holding that reasonable suspicion justifies an investigatory detention E. holding warrant check lawful if detention not extended beyond time necessary to request license and registration and issue citation

assistant: The best answer is B. holding that prolonged detention beyond time necessary to write citation was unreasonable absent reasonable suspicion of criminal activity
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: grounds. Thus, in United States v. Marolda, 648 F.2d 623 (9th Cir.1981), the Ninth Circuit considered a case exactly like this one. The defendant had been convicted. On his first appeal, he asserted both trial error and insufficiency of the evidence supporting his conviction. The court of appeals reversed on the trial error but did not address the sufficiency issue. On remand, the defendant moved to dismiss the indictment on double jeopardy grounds. The motion was denied, and he brought an Abney appeal. The court, noting that it was “not a case in which the trial error leading to [the first] reversal may have prejudiced the prosecution,” held that double jeopardy barred the defendant’s retrial. Id. at 624. Accord United States v. United States Gypsum Co., 600 F.2d 414, 416 (3d Cir.) (<HOLDING>), cert. denied, 444 U.S. 884, 100 S.Ct. 175, 62 Options: A. recognizing this principle in the failure to hire context B. recognizing principle C. recognizing this principle as a settled rule D. recognizing principle but finding evidence at first trial sufficient E. recognizing same principle

assistant: The best answer is D. recognizing principle but finding evidence at first trial sufficient
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 Escrow Agent hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation enforceable in accordance with its terms. The Trustee hereby represents and warrants that the person executing this Agreement is duly authorized to so execute this Agreement, and that this Agreement has been duly executed and delivered on its behalf.

assistant: Representations
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: Pursuant to this Agreement, Executive shall render services to the Company as its Chief Operating Officer. Executive shall perform such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional duties now or hereafter assigned to Executive by the Company, including, but not limited to, the duties listed in Exhibit A attached hereto and incorporated by reference herein. Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Company’s sole discretion. Executive is also being appointed as a member of the Board of Directors 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 case excerpt and choose the best holding from the options. Case excerpt: § 14706 (a) (1) may only be applied in actions brought against a carrier. In contrast, 49 USC § 14705 (a) applies to claims, like those of Sigma in this case, which are brought by a carrier to recover for transportation charges. Thus, the trial court erred in applying 49 USC § 14706 (a) (1) to this case. Sigma nonetheless contends that 49 USC § 14705 does not preempt its state law causes of action for breach of contract or suit on an open account and, therefore, the state limitation periods apply. Again, we disagree. The federal statute of limitation of “[49 USC] § 14705 (a) necessarily preempts any state law providing for a longer limitations period.” Emmert Indus. Corp., 497 F3d at 989-990. See also J. F. Barton Contracting Co. v Southern R. Co., 191 Ga. App. 13 (380 SE2d 724) (1989) (<HOLDING>). Moreover, “nothing in the text or context of Options: A. holding the employee remedies available under the commercial motor vehicle safety act 49 usc 31105 adequately protected truck drivers who refuse to violate commercial motor vehicle safety laws even though a statute declared these remedies do not preclude others B. holding that the customs court lacked jurisdiction when plaintiff failed to comply with all terms of consent by the united states mandated by 28 usc 1582 1976 the predecessor to 28 usc 1581a 2000 C. holding that visa revocations pursuant to 8 usc 1155 are not made unreviewable by either 8 usc 1252a2bii or 5 usc 701a2 D. holding unconstitutional the provision in a georgia abortion statute limiting abortions to georgia residents E. holding that former 49 usc 11706 1993 predecessor to 49 usc 14705 a preempted georgia renewal statute

assistant: The best answer is E. holding that former 49 usc 11706 1993 predecessor to 49 usc 14705 a preempted georgia renewal statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: part of the record originally filed on appeal, but Mrs. Wagner’s counsel agreed to supplementing the record with it upon proffer by appellees’ counsel. 9 . In contrast, when an attorney negligently drafts a document, such as a contract or settlement agreement, that fails to protect the client’s interests, that negligence typically is completed — the financial loss is certain — before ensuing litigation confirms the inevitable. The legal right or remedy is not in flux as it is when discovery is not complete and an issue is resolvable only by jurors who reasonably could differ on the evidence. In these legal document situations, therefore, the injury is realized at the time of the attorney's error. See, e.g., Arizona Mgmt. Corp. v. Kallof, 142 Ariz. 64, 688 P.2d 710, 713 (Ct.App.1984) (<HOLDING>); Magnuson v. Lake, 78 Or.App. 620, 717 P.2d Options: A. holding client suffered ascertainable damages when settlement agreement was entered into not when court confirmed the rights were lost B. holding that the plaintiffs lawsuit which was filed despite a general release in the parties settlement agreement constituted a material breach of the settlement agreement C. holding that a settlement agreement is not a court order and therefore a violation of the settlement agreement would not subject a party to contempt D. holding that a debt that was the result of debtors fraud could be exempted from discharge under 523a4 when the parties had later entered into a settlement agreement E. holding that a proposed settlement agreement between the debtor and its claimants would modify the confirmed plan and was prohibited by 1127b

assistant: The best answer is A. holding client suffered ascertainable damages when settlement agreement was entered into not when court confirmed the rights were lost
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 constitutes the entire understanding between Employee and the Company relating to Employee’s employment. This Agreement supersedes and replaces any prior verbal or written agreements between the Company and Employee. This Agreement may not be modified or amended except by a written agreement signed by both Employee and a person authorized by the Board of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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: Executive acknowledges that compliance with the terms of this Agreement is necessary to protect the Confidential Information and goodwill of Employer, Wintrust and its Affiliates and that any breach by Executive of this Agreement will cause continuing and irreparable injury to Employer, Wintrust and its Affiliates for which money damages would not be an adequate remedy. Executive acknowledges that Wintrust and all other Affiliates are and are intended to be third party beneficiaries of this Agreement. Executive acknowledges that Employer, Wintrust and any Affiliate shall, in addition to any other rights or remedies they may have, be entitled to injunctive relief for any breach by Executive of any part of this Agreement. This Agreement shall not in any way limit the remedies in law or equity otherwise available to Employer, Wintrust and its Affiliates.

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 legal provision and list the applicable contract clause categories. Provision: Employee's employment with the Company shall terminate as of the date of Employee's death or may be terminated by the Company in the event of Employee's Disability (as defined below). In the event of such a termination, Employee's estate or beneficiaries shall have no right to receive any compensation or benefit hereunder or otherwise from the Company after the Termination Date other than: (a) unpaid Base Salary earned through the Termination Date; (b) any vested PARK Shares; (c) all then-outstanding Company equity-based awards held by Employee, to the extent subject to time-based vesting, shall vest in full as of the Termination Date; (d) an amount equal to twelve (12) months' Base Salary and Target Annual Incentive, to be paid in accordance with the Company's scheduled payroll practices; (e) incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; and (f) any benefits provided pursuant to Section 6 hereof, subject to and in accordance with the terms and conditions applicable thereto. It shall be a condition to Employee's right to receive the amounts and benefits provided for in (c) and (d) in the preceding sentence that Employee execute and deliver to the Company an effective general release of claims in the form requested by the Company (the " Release ") within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date and that Employee not revoke such Release during any applicable revocation period. Payment to Employee's estate or beneficiaries by Company for any items due from it hereunder shall be made as soon as possible after any legal prerequisites have been met (such as the appointment of an executor or administrator).

assistant: Disability
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: (a) Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “ Plan ”), and the Employment Agreement, dated as of June 1, 2018, between Sirius XM Radio Inc. (“ Sirius XM ”) and the Executive (the “ Employment Agreement ”), the Company hereby grants to the Executive the right and option (this “ Option ”) to purchase _______________________(___________) shares of common stock, par value $0.001 per share, of the Company (the “ Shares ”), at a price per Share of $____ (the “ Exercise Price ”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.

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: of work hours and suspension and termination rates fees and backdues for rein-itiation. This facially race neutral practice ignores the fact of discrimination — treating the subset of nonwhite journeymen who were subjected to discrimination during the years 1981 through 1994 as if the discrimination never happened — as if it has had no financial impact on these journeypersons. The union should not be allowed to extract fees and backdues from nonwhite journeymen who were suspended or terminated from the union as a result of the union’s discrimination. Any other result would enable the union to profit from its unlawful conduct in failing to comply with the court’s orders. See International Union, United Mine Workers v. Bagwell, 512 U.S. 821, 829, 114 S.Ct. 2552, 129 L.Ed.2d 642 (1994) (<HOLDING>); United States v. United Mine Workers of Options: A. recognizing the inherent power of the court to coerce compliance with its orders B. holding that civil contempt is designed to coerce the defendant into compliance with the courts order or compensate the complainant for losses sustained C. holding that a civil contempt defendant has a right to a jury trial when the act of contempt was not committed in the presence of the court and when the incarceration is in part punitive D. holding that 105 authorizes bankruptcy courts to impose sanctions for civil contempt to compel compliance with a court order or compensate parties for losses caused by noncompliance E. holding that section 105a facilitates compliance with the bankruptcy code and the bankruptcy courts orders and compliance is one of the central goals of civil contempt sanctions

assistant: The best answer is B. holding that civil contempt is designed to coerce the defendant into compliance with the courts order or compensate the complainant for losses sustained
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall not, at any time during the term of her employment and thereafter disparage the Company, its affiliates or their respective officers, directors or trustees, nor shall the Company, its affiliates or their respective officers, directors or trustees disparage Executive. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive or her successor or members of the Board from making truthful statements that are required by applicable law, regulation or legal process.

assistant: Non-Disparagement
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: such other parts of the record material to the questions presented" (emphasis added)). 52 . We also note that Ploof did not discuss any of these claims during oral argument. 53 . The State argues that the police officers did test fire the Ruger, but the record reflects that the officers only fired it to confirm it was the same weapon that caused Heidi's death, not to determine the range of fire. 54 . Strickland v. Washington, 466 U.S. 668, 697, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). 55 . Id. 56 . Id. (“If it is easier to dispose of an ineffectiveness claim on the ground of lack of sufficient prejudice, which we expect will often be so, that course should be followed.”); Swan v. State, 28 A.3d 362, 391 (Del.2011) (beginning a Strickland analysis with the test’s prejudic Cir.1998) (<HOLDING>). 66 . Gersten, 426 F.3d at 608, 611-12. 67 . Options: A. holding that where larzelere claimed that trial counsel was ineffective for failing to call a concrete expert defendant failed to prove prejudice because she failed to show what a concrete expert would have testified to or how testimony would have cast doubt on her guilt B. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel 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 the admission of expert testimony was prejudicial where the testimony was pervasive E. holding that the defendant had established his counsel was ineffective because expert testimony would have revealed that the childs account of the abuse was medically impossible citations omitted

assistant: The best answer is E. holding that the defendant had established his counsel was ineffective because expert testimony would have revealed that the childs account of the abuse was medically impossible citations omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You and the Company agree to submit to mandatory binding arbitration any and all claims arising out of or related to your service with the Company and the termination thereof, including, but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interest in the Company, and/or discrimination (including harassment) based upon any federal, state or local ordinance, statute, regulation or constitutional provision, except that each party may, at its, his or her option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s private, proprietary, confidential or trade secret information (collectively, “ Arbitrable Claims ”). Further, to the fullest extent permitted by law, you and the Company agree that no class or collective actions can be asserted in arbitration or otherwise. All claims, whether in arbitration or otherwise, must be brought solely in your or the Company’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding. Nothing in this Arbitration and Class Action Waiver section, however, restricts your right, if any, to file in court a representative action under California Labor Code Sections 2698, et seq.

assistant: Arbitration
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 agree not to challenge truecaller 's rights in , or otherwise attempt to assert any rights in , the services or any content provided by other users , except those rights explicitly granted under these terms .

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 hereto agree that the Company would be irreparably damaged if for any reason any Equityholder fails to perform any of its obligations under this Agreement and that the Company may not have an adequate remedy at law for money damages in such event. Accordingly, the Company shall be entitled to specific performance and injunctive and other equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any Delaware Court, in addition to any other remedy to which they are entitled at law or in equity, in each case without posting bond or other security, and without the necessity of proving actual damages.

assistant: Specific Performance
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: from October 2004 through May 2005, the trial court concluded that these payments were used to pay the mortgage on the nonmari-tal home and other expenses incurred by the parties. Accordingly, the trial court did not award the former husband any credit towards his child support obligations for these deposits. LEGAL ANALYSIS We review both orders before us for an abuse of discretion. Canakaris v. Canakaris, 382 So.2d 1197, 1202 (Fla.1980). A. The Equitable Distribution Section 61.075(1), Florida Statutes (2005), requires that a court in a dissolution of marriage proceeding “set apart to each spouse that spouse’s nonmarital assets and liabilities,” prior to distributing the marital assets and liabilities between the parties. See also Farrior v. Farrior, 736 So.2d 1177, 1179 (Fla.1999) (<HOLDING>); Siegel v. Siegel, 967 So.2d 349, 351 (Fla. 3d Options: A. holding income tax liability incurred during marriage is one of accepted costs of producing marital income and should be treated as marital debt for purposes of determining equitable distribution of marital estate B. holding that circuit court erred in failing to consider that marital property in the form of marital earnings was used to pay debt against nonmarital property C. holding trial court had no authority to award portion of the marital property to wifes children from another marriage even though money they received by way of social security benefits were commingled with the marital estate and used in part for the aequisition of marital property D. holding that transfer of marital assets to the wifes paramour constituted dissipation E. holding that the former wifes stocks were not subject to equitable distribution notwithstanding the fact that the stocks were used as collateral for the couples joint debt where no intermingling of marital and nonmarital assets was found

assistant: The best answer is E. holding that the former wifes stocks were not subject to equitable distribution notwithstanding the fact that the stocks were used as collateral for the couples joint debt where no intermingling of marital and nonmarital assets was found
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 extent not required to be disclosed by law or applicable regulation by the Company or Executive, the existence of this Release, its terms, and its negotiation shall remain strictly confidential and shall not be disclosed in any manner by Executive to any third party other than Executive’s attorney, tax advisor, or spouse, provided any such person is made aware of and agrees to the terms of this Section. However, this Release may be used as evidence in any proceeding in which one of the Parties alleges a breach of this Release, seeks a declaratory judgment on the obligations contained in this Release, or asserts claims inconsistent with the terms of this Release.

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: Employer desires to employ Executive in the position of Brand President, Chico’s (the “Position”), and Executive desires to accept such Position. In the Position, Executive will assume a key role in the organization that will require confidentiality and trust and will acquire information, knowledge and experience with Employer that is proprietary, confidential, unique and hard to replace. It would also place Employer at an unfair disadvantage, and Executive at an unfair advantage, should Executive use this information, knowledge, and experience to further the interests of anyone other than Employer. As a result, Employer desires to protect its rights in its proprietary, confidential and trade secret information, and, as a condition of employment and for the consideration set forth herein, Executive is willing to and has agreed to abide by and faithfully observe the obligations and restrictions set forth herein .

assistant: Employment
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: (A) Seller has heretofore furnished to Buyer a copy of (a) its balance sheet for the fiscal year of Seller ended December 31, 2015 and the related statements of income for Seller for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) its balance sheet for the quarterly fiscal period of Seller ended September 30, 2016 and the related statements of income for Seller for such quarterly fiscal period. All such financial statements are accurate, complete and correct and fairly present, in all material respects, the financial condition of Seller (subject to normal year-end adjustments) and the results of its operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis, and to the best of the Seller’s knowledge, do not omit any material fact as of the date(s) thereof. Since September 30, 2016, there has been no material adverse change in the consolidated business, operations or financial condition of Seller from that set forth in said financial statements nor is Seller aware of any state of facts which (with notice or the lapse of time) would or could result in any such material adverse change. Seller has no liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Buyer in writing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: State v. Deases, 518 N.W.2d 784, 787 (Iowa 1994). If patients know or fear the information they tell their doctor may be disclosed in the future, they may be reluctant to disclose information embarrassing to them but needed by the doctor to render proper care. While our rules and cases applying Iowa Code section 622.10 generally reflect “great solicitude for the physician-patient privilege,” the privilege is deemed to be even more important in the treatment of mental health. Heemstra, 721 N.W.2d at 560-61. The greater protections in the area of mental health treatment are justified primarily because of the enhanced need for a strong relati y disputes over confidential records for the courts to resolve, and it is incumbent on cour 297-98, 93 S.Ct. 1038, 1047, 35 L.Ed.2d 297, 310 (1973) (<HOLDING>). Although a defendant’s constitutional right Options: A. holding that due process right to present a defense is subject to forfeiture if not properly asserted in the trial court B. holding that the constitutional right to present a defense is not violated by the exclusion of a defendants proffered evidence where he is otherwise given the opportunity to present his defense and crossexamine the key prosecution witnesses C. recognizing defendants right to due process includes the right to present a defense by crossexamining witnesses D. holding court denied party a fundamental right to due process by failing to allow him to present witnesses or testify on his own behalf E. recognizing a criminal defendants right to present a complete defense

assistant: The best answer is C. recognizing defendants right to due process includes the right to present a defense by crossexamining witnesses
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: Unless otherwise specified, references in this Agreement to any Section or clause refer to such Section or clause as contained in this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import in this Agreement refer to this Agreement as a whole, and not to any particular Section or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural. The words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”.

assistant: Interpretations
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: principles, the federal court’s dismissal without prejudice of Southern’s state law pendent claims is not a judgment on the merits and, therefore, not res judicata. In construing the federal court requirements for res judicata, this court has held that [A] district judge’s decision to dismiss pendent state law claims ... would not be understood by the federal courts as a decision on the merits of those state claims. The federal court would have been competent to decide them only if the plaintiff had asked the court to do so and the court, in its discretion, agreed to assume jurisdiction over them. Andujar v. National Prop. & Cas. Underwriters, 659 So.2d 1214, 1218 (Fla. 4th DCA 1995). See also Management Investors v. United Mine Workers of America, 610 F.2d 384 (6th Cir.1979) (<HOLDING>). The Supreme Court’s ruling in Semtek Options: A. holding that federal law governs res judicata effect of an earlier federal judgment based on federal law B. holding that a federal courts dismissal of state claims without prejudice is not res judicata as to adjudication in either state or federal courts C. recognizing that decisions of lower federal courts interpreting federal law are not binding on state courts D. holding that a dismissal on statute of limitations grounds is an adjudication on the merits for purposes of res judicata E. holding that under federal law the dismissal of a claim as timebarred is adjudication of merits for purposes of res judicata

assistant: The best answer is B. holding that a federal courts dismissal of state claims without prejudice is not res judicata as to adjudication in either state or federal courts
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 amendment to the Plan will be deemed to be an amendment to this Award Agreement to the extent that the amendment is applicable to this Award Agreement; provided, however, that no amendment will adversely affect the rights of Participant with respect to this Award Agreement without the Participant’s consent.

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: 956 N.E.2d at 702-04. ¶18 Given the Supreme Court’s recent elucidation regarding the scope of Apprendi — and the persuasive reasoning of other state courts in upholding their own juvenile jurisdiction statutes — we conclude that our reasoning in prior opinions rejecting the arguments presented herein is sound. The trial court’s declination decision is a jurisdictional determination, intended only to locate the appropriate forum for a defendant’s trial. It does not impose upon the defendant any sentence at all, much less one greater than the prescribed statutory maximum. ¶19 Although, here, declination was necessary for Childress to be subject to the greater punishments available in adult criminal court, it was not sufficient; in order for Childress to be subject to any p th Cir. 2000) (<HOLDING>); State v. Rodriguez, 205 Ariz. 392, 401, 71 Options: A. holding that transfer statutes are not analogous to statutes increasing the potential penalties in adult criminal cases as a transfer statute does not per se increase punishment it merely establishes a basis for district court jurisdiction of prosecutions to which it applies quoting united states v david h 29 f3d 489 491 9th cir 1994 B. holding that because the circuit court did not have subjectmatter jurisdiction over the unlawfuldetainer action the district courts unauthorized transfer of the action could not transfer jurisdiction over that action to the circuit court C. holding that statute allowing for transfer of juvenile to adult criminal court does not implicate apprendi because the judges transfer determination does not subject the juvenile to enhanced punishment it subjects the juvenile to the adult criminal justice system D. holding that the states transfer statute did not violate the apprendi rule because the transfer hearing determines not the minors guilt but the forum in which his guilt may be adjudicated E. holding that apprendi by its own terms does not apply to transfer proceedings because a transfer to adult criminal court does not increase the penalty beyond the prescribed statutory maximum for those crimes quoting apprendi 530 us at 490

assistant: The best answer is A. holding that transfer statutes are not analogous to statutes increasing the potential penalties in adult criminal cases as a transfer statute does not per se increase punishment it merely establishes a basis for district court jurisdiction of prosecutions to which it applies quoting united states v david h 29 f3d 489 491 9th cir 1994
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: United States Code that would categorically preclude a debtor from seeking a determination of dischargeability in state court. As declared by the above-cited Penn court, “both the bankruptcy court and any appropriate nonbankruptcy forum have jurisdiction to determine the dischargeability of a student loan debt.” In re Penn, 262 B.R. at 791. See In re Arnold, 255 B.R. 845, 850 (Bankr.W.D.Tenn.2000) (stating “bankruptcy court and the state court have concurrent jurisdiction to address the dischargeability of student loan debts under section 523(a)(8)”); In re Perkins, 228 B.R. 431, 433 (Bankr.E.D.Mo.1998) (observing that both federal and state courts have concurrent jurisdiction to determine the dischargeability of a student loan debt); In re Snyder, 228 B.R. 712, 718 (Bankr.D.Neb.1998) (<HOLDING>). See also Fed. R. Bankr.P. 4007 (advisory Options: A. recognizing that a citizen can sue the state in state court to attempt to obtain a discharge of a student loan and allowing the debtor to refile in state court B. holding that a federal court in absence of a state supreme court pronouncement on a subject of state substantive law must determine as best it can what the highest court of the state would decide C. 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 D. recognizing that even entry into contract with citizen of state does not necessarily subject party to jurisdiction in state E. holding that the state police is a state agency

assistant: The best answer is A. recognizing that a citizen can sue the state in state court to attempt to obtain a discharge of a student loan and allowing the debtor to refile in state court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay all delivery expenses and stamp, transfer, issue, documentary and similar taxes, assessments and charges levied under the laws of any applicable jurisdiction in connection with the issuance of the Shares of Preferred Stock and will hold the Purchasers or other holders thereof harmless, without limitation as to time, against any and all liabilities with respect to all such delivery expenses, taxes, assessments and charges. The Company shall pay all reasonable and documented fees and expenses of the Purchasers, including the reasonable and documented fees and expenses of one legal counsel of the Purchasers selected by a majority of the Purchasers in an amount not to exceed $100,000.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: personal gain. The defendants’ primary argument is that plaintiffs have no standing to bring this claim, because the Attorney General has exclusive jurisdiction, with narrow exceptions, over management of charitable assets. Weaver v. Wood, 425 Mass. 270, 275-277 (1997). We need not address the issue of standing here. The conversion claim is premised on the fact that the General Convention is the rightful owner of the church’s assets. Since we have rejected the General Convention’s claim of ownership, the conversion claim fails on substantive grounds. Accordingly, we affirm the judgment of the Superior Court as to counts I and II. Judgment affirmed. 3 The parenthetical “Swedenborgian” is part of the official name o ted Methodist Church, Inc. v. Culver, 243 Wis. 2d 394, 407-409 (2001) (<HOLDING>). 7 We thus do not consider allegations in the Options: A. holding that disaffiliated church had dissolved within meaning of state law when statute provided assets shall revert to methodist denomination whenever any local methodist church or society shall become defunct or dissolved B. holding that denial of tax exemption for part of church property that was not necessary for occupancy and enjoyment of church did not violate first amendment C. holding as a general rule of contract law if no other meaning is reasonable the court shall rule as a matter of law that the meaning is established D. holding church services constitute property within meaning of 548 E. holding that requiring church to make contributions to workers compensation fund opposed by such church did not violate first amendment

assistant: The best answer is A. holding that disaffiliated church had dissolved within meaning of state law when statute provided assets shall revert to methodist denomination whenever any local methodist church or society shall become defunct or dissolved
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: inference of fraud or it will not satisfy even a relaxed pleading standard’ and it must also ‘allege that the necessary information lies within the defendant’s control, and then allegations must be accompanied by a statement of facts upon which allegations are based.’ ” United States ex rel. Sanders, 953 F.Supp. at 1413 (quoting United States ex rel. Stinson, Lyons v. Blue Cross Blue Shield of Ga., 755 F.Supp. 1040, 1052 (S.D.Ga.1990)). Such “specific facts supporting a strong inference of fraud” are absent in Morrow’s complaint. Nonetheless, the complaint’s lack of particularity with respect to the allegation of fraudulent concealment need not necessitate the dismissal of that claim. It is true that a “district court is not required to grant a plaintiff leave 409 (9th Cir.1994) (<HOLDING>); Alexander v. Vesta Ins. Group, Inc., 147 Options: A. holding that aims of wage and overtime provisions of flsa were not sufficiently connected to fourteenth amendment concerns so as to fall under congress 5 powers B. holding that the flsa preempts certain state law claims C. holding that the flsa does not prohibit changes in wage rates it prohibits the payment of overtime at less than one and onehalf times the regular wage rate D. holding that the question of whether any employees were actually deprived of overtime compensation because of employers no overtime policy in violation of the flsa should have been addressed only at the damages stage of the proceedings E. holding that flsa which provides an exemption from the acts wage and overtime provisions for fishermen preempts claims under alaskas minimumwage and overtime statute

assistant: The best answer is E. holding that flsa which provides an exemption from the acts wage and overtime provisions for fishermen preempts claims under alaskas minimumwage and overtime statute