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: The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Loan Agreement as of the date hereof which represents the percentage interest specified in Item 2 of Annex I attached hereto (the “Assigned Share”) of all of its outstanding rights and obligations under the Loan Agreement, including, without limitation, all rights and obligations with respect to the Assigned Share of the Commitment and all outstanding Advances.

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 Employer terminates Executive’s employment during the Employment Period because of Executive’s Disability, the Employer shall pay or provide the following: (i) Executive’s Base Salary due through the Date of Termination, (ii) a Pro Rata Bonus at the time other executives of the Employer receive annual bonuses for the calendar year in which the Date of Termination occurs, (iii) all Accrued Benefits, if any, to which Executive is entitled as of the Date of Termination at the time such payments are due, and (iv) all outstanding equity awards held by Executive immediately prior to his termination shall immediately vest (with outstanding options remaining exercisable for the length of their remaining term ) and with any performance-based awards being paid out at target . Except as set forth herein, the Employer shall have no further obligations to Executive under this Agreement.

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: Executive shall be entitled to reimbursement for all reasonable and appropriate travel, entertainment, and other expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its executive officers) in the performance of her duties and responsibilities under this Agreement; provided that Executive properly accounts for such expenses in accordance with Company policies and procedures. The Company shall cause a credit card to be issued to Executive to be used by the Executive solely to pay for travel and entertainment expenditures reasonably necessary for the performance of her duties and Company and otherwise in accordance with written policies and procedures approved by the Board, but use of such credit card is not a condition for reimbursement. The Executive shall be responsible for any unreasonable or inappropriate expenses incurred in violation of Company policies and procedures.

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 legal provision and list the applicable contract clause categories. Provision: The interpretation, performance and enforcement of this Agreement shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof) and applicable federal laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the Commonwealth of Massachusetts and agree that such litigation shall be conducted only in the Commonwealth of Massachusetts, or the federal courts for the United States for the District of Massachusetts, and no other courts, where this Award is made and/or to be performed .

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 legal provision and list the applicable contract clause categories. Provision: The properties of Ashland and its Subsidiaries are insured with (i) financially sound and reputable insurance companies and (ii) insurance companies that are not Affiliates of the Borrower (other than Ashmont Insurance Company, Inc., which is an Affiliate of Ashland, the Subsidiaries of Ashmont Insurance Company, Inc. and their respective successors and assigns), in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Ashland or the applicable Subsidiary operates.

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: THE BORROWER, THE GENERAL PARTNER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

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: Each Seller-Related Party has the requisite power and authority to enter into the Transaction Documents to which it is a party, and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of such Seller-Related Party’s obligations thereunder have been duly authorized by its board of managers or Managing Member, as the case may be, and no other proceedings on the part of such Seller-Related Party is necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which such Seller-Related Party is a party has been duly executed and delivered by such Seller-Related Party and constitutes the such Seller-Related Party’s valid and binding obligation, enforceable against such Seller-Related Party in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).

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 legal provision and list the applicable contract clause categories. Provision: The Stockholder has all requisite power and authority to execute and deliver this Support Agreement, to perform the Stockholder’s obligations hereunder (including, without limitation, Section 3(c)) and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Stockholder of this Support Agreement, the performance by the Stockholder of Stockholder’s obligations hereunder (including, without limitation, Section 3(c)) and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Stockholder, and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Support Agreement, the performance by the Stockholder of such Stockholder’s obligations hereunder (including, without limitation, Section 3(c)) and the consummation of the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by Law or the rules or regulations of the NYSE, in which case the party required to make the release or announcement shall, to the extent reasonably practicable, allow the other party reasonable time to review and comment on such release or announcement in advance of such issuance. The provisions of this Section 4.4 shall not restrict the ability of a party hereto to summarize or describe the transactions contemplated by this Agreement in the Registration Statement or Prospectus or any amendment or supplement thereto or any other prospectus or similar offering document or other report required by Law, regulation or NYSE rule so long as the other party is provided a reasonable opportunity to review and comment on such disclosure in advance.

assistant: Publicity
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: 9 .The judge made no specific finding with respect to two issues that might have been of some importance, namely, whether Henson had access to other housing, as he had earlier told Prue that he would have, and whether he suffered pain and distress as a result of not being able to use his medication. The judge also cut off Henson's attorney somewhat abruptly when he requested an opportunity to argue on the issue of damages, but Henson has not raised this or any other procedural issue on appeal. 10 . It appears that Prue's premises may have been in the nature of a rooming house, and Henson may have been a roomer rather than a tenant. If he was, then the prohibition against self-help evictions may not have been applicable. Cf. Harkins v. Win Corp., 771 A.2d 1025, 1029 (D.C.2001) (<HOLDING>). No party has raised this issue, however, and Options: A. holding evidence which established that use of property was permissive showed use of property was not adverse B. holding that a provider of transientaccommodations may use selfhelp to evict a nonpaying lodger C. holding that continued possession and unrestricted use constitutes regular use D. holding intent to use or threaten to use force is required under 2l12bla E. holding that it may not

assistant: The best answer is B. holding that a provider of transientaccommodations may use selfhelp to evict a nonpaying lodger
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: statute is not clear, there is a risk of arbitrary criminal enforcement, and a potential for violating the separation of powers doctrine by extending criminal liability beyond that which the legislature contemplated. Hearn, 797 N.W.2d at 586-87. The potential for ambiguous enforcement in light of the majority’s position affects crimes committed by affirmative acts. Every bill taken from a gas station’s cash register could give rise to an individu al charge of theft. Every threat of violence spoken in a conversation paves the way for a slew of assault charges. Each footstep on another’s land could constitute an independent incident of trespass. The implications of the majority’s approach are equally disproportional regarding crimes of omissions or negative acts. See Iowa Code § 702.2 (<HOLDING>). For example, every minute, every hour, or Options: A. holding that the plaintiffs failure to meet any one of the elements requires dismissal of claim B. holding that the term diligent prosecution requires thatthe government action is both capable of requiring compliance with the act and calculated to do so internal quotationmarks omitted C. holding that the term indecent act required no further definition D. recognizing the term act includes a failure to do any act which the law requires one to perform E. holding retroactive application of the act to prosecution that was pending before the effective date of the act was precluded because the act is prospective

assistant: The best answer is D. recognizing the term act includes a failure to do any act which the law requires one to perform
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 interest in respect of LIBOR Loans, as well as fees and other charges calculated on a per annum basis shall be computed for the actual days elapsed, based on a year of 360 days. Fees, interest and charges in respect of Base Rate Loans shall be calculated for the actual days elapsed, based on a year of 365 days (or 366 days as applicable) and shall be payable in Dollars. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate setting forth amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9 , submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 Business Days following receipt of the certificate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: totalling $490,809. In 2000, RTI commenced this civil action against, among others, MTMC, Maloney, and Hanson. RTI alleges that its temporary debarment deprived it of various property interests guaranteed by law. Specifically, in RTI’s FTCA claim against MTMC, it asserts that MTMC interfered with its property interests by failing to provide it with notice and an opportunity to remedy identified or perceived safety deficiencies prior to its debarment. See 28 U.S.C. §§ 1346(b), 2671-80 (creating waiver of sovereign immunity for actions alleging tortious conduct). In the alternative, RTI invokes the Bivens doctrine, alleging that Maloney and Hanson intentionally denied RTI its procedural due process rights under the Fifth Amendment. See Bivens, 403 U.S. 388, 91 S.Ct. 1999, 29 L.Ed.2d 619 (<HOLDING>). On July 2, 2002, MTMC, Maloney, and Hanson Options: A. recognizing a cause of action for damages against officials who violate constitutional or statutory rights under color of federal law B. recognizing the cause of action C. recognizing an action for damages against unknown federal agents for the violation of constitutional rights D. recognizing cause of action E. recognizing cause of action against federal officials for violation of constitutional rights

assistant: The best answer is E. recognizing cause of action against federal officials for violation of constitutional rights
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: act with Leonard. Our review of the amended complaint leads us to conclude that the allegations failed to establish that Marilyn Fink committed the requisite tortious acts in Florida. The underlying allegations are based on the unilateral actions of Leonard Fink who was solely responsible for the withdrawal of his father’s funds from the joint account he maintained with Russo in Florida. Moreover, the complaint does not allege that Marilyn Fink took part in the withdrawal of the funds or that she was present in Florida when the act occurred. Even assuming Marilyn Fink did play a role in controlling the funds after they left Florida, the relevant act for personal jurisdiction purposes with regard to the tort of conversion is the initial wrongful deprivation. See Merkin, 855 So.2d at 140 (<HOLDING>); Envases Venezolanos, S.A., 559 So.2d at 652 Options: A. holding that actual posses sion requires some visible means which gives notice of exclusion from the property to the true owner or to the public and of the adverse claimants dominion over it B. recognizing that knowledge and dominion and control are separate elements and stating that it is conceivable that an accused might be well aware of the presence of the substance but have no ability to maintain control over it C. holding that one who exercises daytoday control over the employee will be considered as the employer D. holding that where drugs are found in the presence and plain view of the owner or resident occupant of a home dominion and control maybe inferred E. holding that the tort of conversion accrues where a party exercises wrongful dominion and control over the property to the detriment of the rights of its actual owner

assistant: The best answer is E. holding that the tort of conversion accrues where a party exercises wrongful dominion and control over the property to the detriment of the rights of its actual owner
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in rule 11(e), good cause was shown. Subsection (F) requires a defendant to not only show that a trial court failed to strictly comply with rule 11, but that this error affected the defendant's "substantial rights." This heightened requirement clearly "disapproves of a practice" this court arguably has sanctioned before. Because the current standard fundamentally alters a defendant's rights, we decline to retroactively apply the current formulation of rule 11 to Mr. Lovell. 4. The Application of Harmless Error Review in Other Contexts Does Not Persuade Us to Extend Harmless Error Review to Rule 11(e) Violations 175 As a final argument, the State urges that "even if the 2005 amendment [adding subsection (F)] does not apply to [Mr.] Lo-vell, this Court ... [should] apply harmless e 2) (<HOLDING>); State v. Hutchison, 655 P.2d 635, 636 (Utah Options: A. holding that the sixth amendment confrontation clause violation in that case was harmless beyond a reasonable doubt and therefore did not require the conviction to be overturned B. holding that confrontation clause violation was not harmless beyond a reasonable doubt in part because it concerned the limitation of crossexamination of the prosecutions key witness C. holding that testimony at trial in violation of defendants constitutional confrontation right was harmless beyond a reasonable doubt because the testimony was cumulative D. holding confrontation clause violation was harmless beyond a reasonable doubt and thus upholding firstdegree murder conviction E. holding that trial court must determine whether fifth amendment violation was harmless beyond a reasonable doubt

assistant: The best answer is C. holding that testimony at trial in violation of defendants constitutional confrontation right was harmless beyond a reasonable doubt because the testimony was cumulative
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: Liberato, Summary Judgments in Texas, 47 S. Tex. L. Rev. 409, 480 (2006). 26 . See Johnson & Higgins of Tex., Inc. v. Kenneco Energy, Inc., 962 S.W.2d 507, 514 (Tex.1998) ("A cause of action generally accrues, and the statute of limitations begins to run, when facts come into existence that authorize a claimant to seek a judicial remedy.”); Moreno, 787 S.W.2d at 351 (‘‘[A] cause of action can generally be said to accrue when the wrongful act effects an injury.”); All-Tex Roofing, Inc. v. Greenwood Ins. Group, Inc., 73 S.W.3d 412 (Tex.App.-Houston [1st Dist.] 2002, pet. denied) (in claim for negligent placement of insurance with an insolvent insurer, claim did not accrue until insured was denied indemnification); Gilbreath v. White, 903 S.W.2d 851, 856 (Tex.App.-Texarkana 1995, no writ) (<HOLDING>). 27 . If late filing of the reply evidence was Options: A. holding that plaintiff could recover medical fees not actually paid by the insurance company pursuant to an insurance contract B. holding that even if an insurance broker is the agent of the insurance company for purposes of soliciting and procuring the policy that would not necessarily make the broker the agent of the insurance company for the purpose of receiving notice of suits and claims C. holding that an insurance agent who does not procure the insurance coverage requested breaches his or her duty suggesting a negligence claim D. holding that under georgia law a holder of a master insurance policy is an agent of the insurance company and not the insurer E. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the claim

assistant: The best answer is E. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the 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 case excerpt and choose the best holding from the options. Case excerpt: Conservancy Dist. v. Board of County Comm’rs of Arapahoe County, 841 P.2d 1061, 1065 (Colo.1992) (requirement of diligence prevents “ ‘the accumulation of conditional water rights without diligent efforts to complete the projects to the detriment of those needing and seeking to make immediate beneficial use of the same water’”) (quoting CRWCD v. Denver, 640 P.2d at 1141). Such concerns were particularly relevant in the present case due to the large quantities of unappropriated water claimed by Thornton and the conflicting evidence concerning Thornton’s projected needs and its possible speculative intent. This court has identified speculative intent as a factor for consideration in diligence determinations. Public Serv. Co. v. Blue River Irrigation Co., 829 P.2d 1276, 1280 (Colo. 1992) (<HOLDING>). Under the facts and circumstances of the Options: A. recognizing that totality of circumstances must be considered in determining permissible inferences B. holding that a determination of unfair discrimination requires a court to consider all aspects of the case and the totality of all the circumstances C. holding that the trial court properly considered an objectors claim that the applicant exhibited an intent to hoard as part of the totality of the circumstances in its reasonable diligence determination D. holding that the reasonableness inquiry is based upon the totality of the circumstances in determining whether or not a search was reasonable E. holding reasonable suspicion is based on totality of circumstances

assistant: The best answer is C. holding that the trial court properly considered an objectors claim that the applicant exhibited an intent to hoard as part of the totality of the circumstances in its reasonable diligence determination
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’s employment shall be governed by the terms and conditions of this Agreement for a period beginning on the Agreement Date and ending on May 31, 2019 (the “Term”). Beginning on June 1, 2019, and on each subsequent June 1 thereafter, the Term shall, without further action by Executive or the Company, be extended by an additional one (1)-year period ; provided, however, that either the Company or Executive may, by notice to the other given at least six (6) months prior to the scheduled expiration of the Term or any then current renewal term, cause the Term or such then current renewal period to cease to extend automatically. Upon such notice, the Term shall terminate upon the expiration of the then-current term, including any prior extensions. Notwithstanding the foregoing, following the occurrence of a Change of Control, the Company may not cause the Term to expire earlier than the second (2 nd ) anniversary of the Change of Control.

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: The representations and warranties contained herein shall survive the Closing and the delivery of the Securities and terminate 30 days thereafter unless the representations and/or warranty relates to organization, authorization or the issuance of securities in which case such representations and warranties would terminate one year following Closing and the delivery of Securities.

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 case excerpt and choose the best holding from the options. Case excerpt: of his habeas petition and, despite its jurisdictional doubts, the district court released Herrera-Castanola on bond pending the resolution of this appeal. We hold that the district court erred in finding that Herrera-Castanola was no longer in custody. A petitioner remains in custody so long as he is subject to “restraints not shared by the public generally that significantly confine and restrain [his] freedom.” Miranda v. Reno, 238 F.3d 1156 (9th Cir.2001) (quoting Jones v. Cunningham, 371 U.S. 236, 240, 83 S.Ct. 373, 9 L.Ed.2d 285 (1963)). Herrera-Castanola has been subject to continual restraint. Since he filed his habeas petition he has been either physically in custody or released on bail. See Hensley v. Municipal Court, 411 U.S. 345, 351, 93 S.Ct. 1571, 36 L.Ed.2d 294 (1973) (<HOLDING>). He did not experience a legally cognizable Options: A. holding that prisoner could not file a petition for mandamus challenging the bops determination that he was ineligible to be considered for a reduction in his sentence although bourkes success on this claim would not necessarily result in his being released any earlier it would raise that possibility and thus have a probabilistic impact upon the duration of his custody B. holding that district court lacked jurisdiction over habeas petition by federal prisoner seeking to challenge ins detainer because detainer is merely a notice and lodging thereof does not constitute custody for habeas purposes C. holding that a prisoner released on his own recognizance is subject to restraints not shared by the public generally and thus remains in custody for habeas purposes D. holding that habeas review is for any alien held in custody pursuant to an order of deportation E. holding that habeas is the proper vehicle for presenting a claim if but only if the prisoner is seeking to get out of custody in a meaningful sense

assistant: The best answer is C. holding that a prisoner released on his own recognizance is subject to restraints not shared by the public generally and thus remains in custody for habeas purposes
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 Guaranty shall be governed by and be construed pursuant to the laws of the State of Minnesota applicable to contracts made and performed in the State of Minnesota without reference to any conflict or choice of law rules that would otherwise apply. Any suit, action or proceeding arising out of or in connection with this Agreement may be brought in any state or federal court in Hennepin County, Minnesota, as Lender elects, and the parties hereto irrevocably submit and consent to the jurisdiction of each such court and agree that any summons, complaint, writ, judgment or other notice or service or legal process may be sufficiently served upon it in connection with any such suit, action or proceeding, if sent to the last known address of the applicable party in accordance with the provisions of Section 3.07 hereof. The submission to said jurisdiction shall not (and shall not be construed so as to) limit the right of the Lender to take proceedings against the Guarantor, in whatsoever jurisdictions shall be appropriate nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: paid subscriptions can be purchased directly from spotify or through a third party , such as a telephone company , either by ( 1 ) paying a monthly subscription fee ; or ( 2 ) pre-payment giving you access to the spotify service for a specific time period ( `` pre-paid period '' ) .

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: Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof; provided , however , that the parties shall attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

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: non-diverse agents, holding that where “[the principal’s] liability, like that of the two employees, was, in effect, predicated upon the alleged [misconduct] of the latter, the showing manifestly went to the merits of the action as an entirety, and not to the joinder.” 232 U.S. at 153, 34 S.Ct. 278. Likewise, in Hauck this Court refused to find fraudulent joinder on the basis of evidence equally dispositive of the liability of a diverse principal and its non-diverse agent, given that “any resolution of [the agent’s] liability necessarily operates to discharge the liability of [the principal] as well because ... the liability of [the principal] in this case is, at least in part, derivative of that of its agent.” 2006 WL 1 . 4:03CV0034-P-B, 2004 WL 555250, at *2 (N.D.Miss. Mar.15, 2004) (<HOLDING>); Polk v. Lifescan, Inc., No. Civ A. Options: A. holding that the liability of a principal or master to a third person based upon respondeat superior is purely derivative and thus a judgment on the merits for or against the agent or servant is res judicata visavis the principal or master though he was not a party to the action B. holding that a principal is not hable for the actions of an agent when these actions exceed the agents authority and the thirdparty has knowledge that the agent does not have the authority asserted C. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal D. holding that the common claims or defenses test applies to a claim of fraudulent joinder asserted by a diverse principal as to a nondiverse agent because a finding of fraudulent joinder as to the agent necessarily involves a decision on the merits as to the principal given the doctrine of respondeat superior E. holding that an agent owes a fiduciary duty to his principal

assistant: The best answer is D. holding that the common claims or defenses test applies to a claim of fraudulent joinder asserted by a diverse principal as to a nondiverse agent because a finding of fraudulent joinder as to the agent necessarily involves a decision on the merits as to the principal given the doctrine of respondeat superior
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: Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Credit Loans that are Base Rate Loans or at such other rate or rates as the Company and the applicable Swingline Lender may agree from time to time in writing. Interest on Swingline Loans is solely for the account of the applicable Swingline Lender (except to the extent a Dollar Tranche Revolving Credit Lender acquires a participating interest in a Swingline Loan pursuant to the following subsection (e)). All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.6. with respect to interest on Base Rate Loans (except as the applicable Swingline Lender and the Company may otherwise agree in writing in connection with any particular Swingline Loan made by such Swingline Lender).

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: The Company shall report all amounts paid to Consultant pursuant to this Agreement to the U.S. Internal Revenue Service. Consultant shall pay all required taxes on compensation paid to him under this Agreement. Consultant agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, and laws related to the payment of taxes, social security, disability, and other contributions based on fees paid to Consultant under this Agreement. The Company will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Consultant’s behalf.

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 case excerpt and choose the best holding from the options. Case excerpt: whereas the New York statute restricted its definition of the term “harmful to minors” as “utterly without redeeming social importance for minors.” 521 U.S. at 865, 117 S.Ct. at 2341. 6 . Cyberspace Comms., Inc. v. Engler, 55 F.Supp.2d 737 (E.D.Mich.1999), affd 238 F.3d 420 (6th Cir.2000) (striking down Michigan statute, M.C.L. 722.675(1), M.S.A. 25.254(5)(1) (prohibiting "knowingly” disseminating to a minor sexually explicit material harmful to minors without scienter requirement as to age of recipient)); American Civil Liberties Union v. Johnson, 194 F.3d 1149 (10th Cir.1999) (striking down N.M. Stat. Ann. § 30-37-3.2(C), criminalizing dissemination of material harmful to minors by computer; no scienter requirement); American Libraries Ass’n v. Pataki, 969 F.Supp. 160 (S.D.N.Y.1997) Options: A. holding that new york law applies to this matter B. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york C. holding unconstitutional new york penal law section 2352 prohibiting use of computer to knowingly initiate or engage in communication harmful to minors no scienter requirement as to age of minor D. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership E. recognizing that because the drafters of the connecticut penal code relied heavily upon the penal code of new york it is appropriate to look to new york statutory and case law for guidance in interpreting connecticut penal code

assistant: The best answer is C. holding unconstitutional new york penal law section 2352 prohibiting use of computer to knowingly initiate or engage in communication harmful to minors no scienter requirement as to age of minor
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 Period, Executive shall be entitled to receive reimbursement for all reasonable, documented business expenses incurred by Executive in accordance with the performance of Executive’s duties under this Agreement and in accordance with the Company’s business expense reimbursement policy.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may assign its rights under this Agreement to one or two assignees upon the following conditions: (a) the assignee or assignees of Purchaser must be one or more entities controlled, either exclusively or non-exclusively as a member of a venture, by the principals of Purchaser, or to an entity for which entities controlled by the principals of Purchaser will provide Property services or which will share in the economic performance of the Property, (b) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, or the two respective assignees of Purchaser hereunder shall assume all obligations of Purchaser hereunder with respect to the Hunter’s Creek Property and the Metrowest Property, respectively, but in either case Purchaser shall remain primarily liable for the performance of Purchaser's obligations, (c) a copy of the fully executed written assignment and assumption agreement or agreements shall be delivered to Seller at least five (5) business days prior to Closing, and (d) the requirements in Section 12.17 are satisfied.

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 case excerpt and choose the best holding from the options. Case excerpt: general duty to those using its real estate to ensure “that the condition of the property is safe for the activities for which it is regularly used, intended to be used or reasonably foreseen to be used.” Id. at 435, 562 A.2d at 312. In certain instances, where it is necessary to ensure that the condition of the highway is safe for travel, the activity for which the highway is regularly used, intended to be used and reasonably foreseen to be used, the common law imposes an additional duty on a government party, in this case DOT, to reduce the risks posed by steep cliffs and embankments in close proximity to the highway by erecting guiderails or other barriers. Balla v. Sladek, 381 Pa. 85, 112 A.2d 156 (1955). See also Winegardner v. Springfield Township, 258 Pa. 496, 102 A. 134 (1917) (<HOLDING>). Accordingly, if Administrators could Options: A. holding that if the party seeking indemnity is held liable in part because of its own negligence common law indemnification is unavailable and the only remedy is contribution B. holding that agency is bound by its regulations C. holding that there can be no common liability upon which to base a contribution claim between a third party and an injured partys employer because the exclusive remedy provision means that the employers liability is not based on negligence so that application of the common liability rule deprives a third party of the opportunity to secure contribution from the injured partys employer D. holding that mere use of a road will not make a road a public road even though such use is with the knowledge and consent of the landowner unless the use is accompanied by recognition by public authority or by its maintainance sic E. holding that if a public road is so dangerous by reason of its proximity to a precipice that common prudence requires extra precaution in order to secure safety to travelers the government party is bound to use such precaution and the omission to do so is negligence

assistant: The best answer is E. holding that if a public road is so dangerous by reason of its proximity to a precipice that common prudence requires extra precaution in order to secure safety to travelers the government party is bound to use such precaution and the omission to do so is negligence
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 waiver by the Corporation of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Corporation of any right under this Agreement shall be construed as a waiver of any other right. The Corporation shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you may opt-out of receiving text ( sms ) messages from uber at any time by following the directions found at http://t.uber.com/sms-unsubscribe .

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: Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. All references to the Company in this Agreement shall be deemed to refer to the Company and each of its subsidiaries unless the context otherwise requires.

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 legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement as applied to any other provision of this Agreement or to any circumstance is adjudged by a court to be invalid or unenforceable, that provision will in no way affect any other provision of this Agreement, the application of that provision under any other circumstance, or the validity or enforceability of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: both the remedy requested and direct review of the discretionary decisions at issue, the district court had no jurisdiction to entertain a Bivens class action requesting such review and remedy. D. Applicability of this Case to Habeas Analysis Finally, we respond to appellants’ argument that § 1252(a)(2)(B)(ii) and § 1252(f) do not apply to bar review when constitutional due process issues like those alleged in the complaint have been raised. Initially, we note that the Bivens class action complaint requests only prospective in-junctive relief based on a hypothetical transfer to a remote area and a totally speculative future violation of due process that would not arise solely from the transfer itself. Cf Committee of Central Am. Refugees v. INS, 682 F.Supp. 1055, 1064-65 (N.D.Ca.1988) (<HOLDING>); Committee of Central Am. Refugees v. INS, 795 Options: A. holding that injunctive relief is a form of equity which is generally subject to the courts discretion B. holding that the inss mailing a hearing notice to an aliens last known address but not to his attorney violated the aliens due process rights because the alien reasonably relied on statutory and regulatory language not relevant here that suggested his counsel would receive copies of all such notices C. holding that a transfer to another ins facility standing alone does not constitute a violation of plaintiffs due process or statutory rights justifying the issuance of injunctive relief to restrict the attorney generals discretion to detain aliens in appropriate ins facilities D. holding that the bias streamlining procedure does not violate an aliens due process rights E. holding that 28 usc 1491b4 does not deprive a court of its equitable discretion in deciding whether injunctive relief is appropriate and does not automatically require a court to set aside an arbitrary capricious or otherwise unlawful contract award and affirming the denial of injunctive relief in a postaward protest despite finding that the procuring agency committed prejudicial error

assistant: The best answer is C. holding that a transfer to another ins facility standing alone does not constitute a violation of plaintiffs due process or statutory rights justifying the issuance of injunctive relief to restrict the attorney generals discretion to detain aliens in appropriate ins facilities
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 one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

assistant: Severability