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: If the Optionee’s Employment is terminated by reason of Cause, in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or in the event the Board determines that the Optionee has engaged in Competitive Activity during Employment or the one-year period following termination of the Optionee’s Employment, the Company may repurchase from the Optionee the Shares received by the Optionee upon exercise of the Options and then held by the Optionee for a purchase price equal to the lower of fair market value or the aggregate exercise price of the Options. If the Optionee no longer holds the Shares, the Board may require that the Optionee remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Shares received pursuant to the Options, (2) any consideration received upon the exchange of any Shares received pursuant to the Options (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange) and (3) to the extent that the Shares were transferred by gift or without consideration, the value of the Shares determined at the time of gift or transfer.

assistant: Forfeitures
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 have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws for the offer and sale of the Securities by the Company to the Buyers pursuant to the Transaction Documents (or shall have the availability of exemptions therefrom).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: factors to the State’s requested accommodation. The use of two-way video conferencing can satisfy a defendant’s right to face-to-face confrontation in certain limited circumstances like those present here. ¶ 20 Applying Craig, we conclude that the strong preference for face-to-face confrontation must give way in the special circumstances of this ease to considerations of public policy and the necessities of the case. The State’s requested accommodation is necessary to further two important public policies: protecting the rights of a vulnerable alleged sexual assault victim who has been ruled to be outside Arizona’s subpoena power and preserving society’s interest in prosecuting accused sexual offenders. See Michigan v. Lucas, 500 U.S. 145, 149-50, 111 S.Ct. 1743, 114 L.Ed.2d 205 (1991) (<HOLDING>); United States v. Knights, 534 U.S. 112, 121, Options: A. holding that the trial court properly refused to permit the defendant to question the nineyearold victim as to whether he had been sexually abused in the past because indianas rape shield statute shields the victim of a sex crime from a general inquiry into the history of past sexual conduct B. recognizing michigans rape shield law furthers the legitimate state interests of protecting a sexual assault victim from surprise harassment and unnecessary invasions of privacy C. holding that a prosecutors questions eliciting testimony from a victim as to issue of virginity prior to the assault did not violate colorados rape shield statute because that statute does not specifically prohibit a victim from testifying as to a lack of prior sexual activity id at 1020 D. holding that application of the rape shield law to a case in which the underlying events occurred prior to the enactment of the rape shield law was not a violation of the constitutional prohibition against ex post facto laws E. holding that a public indecency statute furthers a substantial government interest in protecting order and morality

assistant: The best answer is B. recognizing michigans rape shield law furthers the legitimate state interests of protecting a sexual assault victim from surprise harassment and unnecessary invasions of privacy
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: v. Cont'l Cas. Co., 732 A.2d 1236, 1248 (Pa.Super.1999). As such, JNOV is only proper where, when viewing the evidence in the light most favorable to the verdict winner, the facts are so clear that reasonable minds could not disagree that the verdict was improper. Burton-Lister, 798 A.2d at 236. “JNOV ... may not be employed to invade the province of the jury.... Thus, where the jury has been presented with conflicting evidence, a motion for JNOV should be denied.” Rohm & Haas Co., 732 A.2d at 1248 (internal citations omitted). Initially, we observe that Tube City presents no argument in support of its claim that the trial court should have entered JNOV on the negligent misrepresentation count, and so we will not consider it. See Owens v. Mazzei, 847 A.2d 700, 705-06 (Pa.Super.2004) (<HOLDING>). With regard to fraud, Tube City argues that Options: A. holding that the petitioners failure to address an issue in the argument portion of his opening brief waived the issue B. holding that the superior court will not address an issue presented in the statement of questions involved where no corresponding analysis is included in the brief C. holding that issues not explicitly raised in the statement of questions involved are waived D. holding that this court will not address the merits of an issue presented for the first time in a reply brief E. holding that issue not explicitly raised in appellants statement of the questions involved is waived

assistant: The best answer is B. holding that the superior court will not address an issue presented in the statement of questions involved where no corresponding analysis is included in the brief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there is no (a) pending or, to the knowledge of the Company, threatened, claim, action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to which any of their assets are subject nor is the Company or any Company Subsidiary subject to any order, judgment or decree or (b) unresolved violation, criticism or exception by any Governmental Entity with respect to any report or relating to any examinations or inspections of the Company or any Company Subsidiaries. There is no claim, action, suit, investigation or proceeding pending or, to the Company’s knowledge, threatened against any institution-affiliated party (as defined in 12 U.S.C. §1813(u)) of the Company or any of the IDI Subsidiaries that, if determined or resolved in a manner adverse to such institution-affiliated party, could result in such institution-affiliated party being prohibited from participation in the conduct of the affairs of any financial institution or holding company of any financial institution and, to the Company’s knowledge, there are no facts or circumstances could reasonably be expected to provide a basis for any such claim, action, suit, investigation or proceeding.

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

user: 2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: b. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential;

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and holding that the 1-and-a-half-year-old child “could not reasonably be expected to realize or appreciate the danger” of a swimming pool); Bennett v. Stanley, 92 Ohio St.3d 35, 748 N.E.2d 41, 44-45 (2001) (reversing and remanding a grant of summary judgment that dismissed a negligence claim on behalf of a 5-year-old child who drowned in a pool, and stating, in the context of determining whether water is an obvious danger, that landowners cannot reasonably expect “[c]hildren of tender years” to exercise the “same discernment and foresight in discovering defects and dangers ... that older and experienced persons habitually employ” (quoting Di Gildo v. Caponi, 18 Ohio St.2d 125, 247 N.E.2d 732, 734 (1969))); Eaton v. R.B. George Invs., Inc., 152 Tex. 523, 260 S.W.2d 587, 591 (1953) (<HOLDING>); Degel v. Majestic Mobile Manor, Inc., 129 Options: A. holding as a matter of law that a child of the tender age of 3 years and 8 months could not have realized the risk or danger of an artificial body of water B. holding danger was so open and obvious to plaintiff that as a matter of law he knew or should have known of danger C. holding that the trial judge erred in instructing the jury on the physical endangerment portion of the statute when the defendant was charged only with the risk of injury to a child by doing an act likely to impair the morals of a child under the age of sixteen D. holding that even if the industry and federal regulations evidenced an inherent danger and the defendant knew or should have realized that the device was or was likely to be dangerous for the use for which it was supplied there was a complete absence of evidence that the defendant had reason to believe that the plaintiff or its employees would not realize the danger E. holding danger was not so obvious to invitee as to relieve defendant of liability as a matter of law

assistant: The best answer is A. holding as a matter of law that a child of the tender age of 3 years and 8 months could not have realized the risk or danger of an artificial body of water
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: the rights you grant in this license are for the limited purposes of allowing under armour to operate the services in accordance with their functionality , improve the services , develop new services , and to allow other community members to use the services in accordance with their intended function .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is being delivered in and shall be deemed to be a contract governed by the laws of the State of Wisconsin and shall be interpreted and enforced in accordance with the laws of that state without regard to the principles of conflicts of laws.

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: No provision of this Agreement or of any documents or instrument entered into, given or made pursuant to this Agreement may be amended, changed, waived, discharged or terminated except by an instrument in writing, signed by the Party against whom enforcement of the amendment, change, waiver, discharge or termination is sought.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in an amount equal to 100% of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $25,000,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of Net Cash Proceeds of any such Insurance and Condemnation Event by such Credit Party or such Restricted Subsidiary; provided that, (A) no prepayment shall be required under this Section 4.4(b)(iii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower within six months; provided further that any portion of the Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(iv) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(iii) to the extent such Net Cash Proceeds are attributable to an Insurance and Condemnation Event of a Foreign Subsidiary so long as the Consolidated Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Insurance and Condemnation Event) is less than the Specified Leverage.

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 capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g) , the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit for its account, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving Period other than the last thirty (30) days prior to the earliest Scheduled Commitment Termination Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT, any documents delivered as part of the transaction contemplated by this Agreement (except as otherwise set forth in the remainder of this Section 19.11), and THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW MEXICO, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. THE ASSIGNMENT AND ANY OTHER INSTRUMENTS OF CONVEYANCE EXECUTED PURSUANT TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE ASSETS TO WHICH THEY PERTAIN ARE LOCATED, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT APPLY THE LAWS OF ANOTHER JURISDICTION.

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: THIS PERFORMANCE GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: violations can provide a basis for establishing negligence per se. Second, even when a statutory provision does specify a standard of care, a plaintiff must still prove the additional elements of duty, proximate causation, and injury to establish liability. Where a statutory provision does not define a standard of care but merely imposes an administrative requirement, such as the requirement to obtain a license or to file a report to support a regulatory scheme, violation of such requirement will not support a negligence per se claim. Even if the regulatory scheme as a whole is designed to protect the public or to promote safety, the licensing duty itself is not a standard of care, but an administrative requirement. See Ridge v. Cessna Aircraft Co., 117 F.3d 126, 131 (4th Cir.1997) (<HOLDING>); see also Duncan v. Hixon, 223 Va. 373, 288 Options: A. holding that violation of city ordinance does not constitute negligence per se B. holding that although violation of rules of professional conduct does not constitute negligence per se such violations may be relevant and admissible in assessing the legal duty of an attorney in a malpractice action and whether that duty was breached C. holding that federal regulations making a pilot responsible for operation of his aircraft and requiring him upon request to submit a written report to the government whenever he deviates from an aviation rule in an emergency provide for general standards of conduct but do not impose a particular duty and thus their violation was not negligence per se in virginia D. holding that violation of state law was not a per se constitutional violation E. holding violation of the rules of professional conduct does not create a legal duty on the part of the lawyer nor constitute negligence per se although it may be used as some evidence of negligence

assistant: The best answer is C. holding that federal regulations making a pilot responsible for operation of his aircraft and requiring him upon request to submit a written report to the government whenever he deviates from an aviation rule in an emergency provide for general standards of conduct but do not impose a particular duty and thus their violation was not negligence per se in virginia
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 Joinder Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Joinder Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice or other communications required or permitted under this Agreement will be sufficiently given if delivered in person, transmitted by facsimile, or sent by registered or certified mail, postage prepaid, or recognized overnight courier service addressed as provided in the Merger Agreements, or to such other addresses or numbers and/or addressee as are furnished in writing by either party, and such notice or communication will be deemed to have been given (i) as of the date so personally delivered or transmitted via facsimile, (ii) on the third Business Day after the mailing thereof or (iii) on the first Business Day after delivery by recognized overnight courier service.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: L.Ed.2d 45 (1989). In Will, the Court found that a state was not a "person” as defined by § 1983 because reading the term “person” to include "state” under the statutory language would "be a decidedly awkward way of expressing an intent to subject the States to liability.” 10 . 28 U.S.C. § 1453(a); 28 U.S.C. § 1332(d)(1). 11 . La.Code Civ. Proc. Ann. art. 591(A). 12 . See 151 Cong. Rec. S1157-02, S 1158, 2005 WL 309648 (Feb. 9, 2005). Senator Pryor introduced the amendment, stating, “My amendment simply clarifies that State attorneys general should be exempt from S. 5 and be allowed to pursue their individual State's interests as determined by themselves and not by the Federal Government.” Congress rejected the proposed amendment. Cf. Cooper Corp., 312 U.S. at 605, 607-09, 61 S.Ct. 742 (<HOLDING>). 13 . 28 U.S.C. § 1453(b) provides, "In Options: A. holding that the workers compensation act is to be liberally construed and reasonable doubts as to construction are to be resolved in favor of coverage B. holding that policy terms must be read in their ordinary and popular sense C. recognizing rule of statutory construction that statutes must be read as a whole and sections which are part of the same general statutory scheme must be construed together and each given effect if it can be done by any reasonable construction D. holding that statutes must be read so as to give effect to all statutory language E. holding that we are to read the statutory language in its ordinary and natural sense and if doubts remain resolve them in the light not only of the policy intended to be served by the enactment but as well by all other available aids to construction and looking to supplemental legislation and the scheme and structure of the legislation

assistant: The best answer is E. holding that we are to read the statutory language in its ordinary and natural sense and if doubts remain resolve them in the light not only of the policy intended to be served by the enactment but as well by all other available aids to construction and looking to supplemental legislation and the scheme and structure of the legislation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and ML1 contain the entire agreement between Lessor and Tenant with respect to the subject matter hereof. No representations, warranties or agreements have been made by Lessor or Tenant except as set forth in this Amendment and ML1.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Eligible Employee in the Plan who experiences an Involuntary Termination and who satisfies all of the conditions of Section 3.02 shall be eligible to receive Severance Benefits. An Eligible Employee shall not be eligible to receive any other benefits from the Company or any Subsidiary on account of an Involuntary Termination, unless otherwise provided in the Plan.

assistant: Participations
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: do not apply to non-arbitration contracts. No comparable statutory mandate exists directing courts to compel enforcement of contractual jury trial waivers. Third, arbitration constitutes an agreement by the parties to avoid the judicial process altogether, not an agreement to limit one’s rights following the invocation of the judicial process. A contractual jury waiver does not eliminate the court system from the resolution of the dispute but instead eliminates a litigant’s access to a jury, an essential component of the court system. A distinction exists between an agreement to resolve disputes out of court and an agreement to resolve disputes in court but to waive constitutional aspects of that in-court resolution. Accord Grafton Partners L.P., 32 Cal.Rptr.3d 5, 116 P.3d at 484 (<HOLDING>). And finally, the standards governing the Options: A. recognizing that generally a nonparty to an arbitration agreement does not have standing to invoke the agreement but considering whether the nonparty could force arbitration because it was a third party beneficiary of the contract a successor in interest to the contracting party or an agent of the contracting party B. holding that the federal arbitration act requires piecemeal resolution when necessary to give effect to an arbitration agreement and mandates enforcement of an arbitration agreement notwithstanding the presence of other persons who are parties to the underlying dispute but not to the arbitration agreement emphasis added C. holding that claim was not subject to mandatory arbi tration because the parties specifically excluded it from the general arbitration clause D. recognizing parties right by contact or agreement to submit or to agree to submit controversies to arbitration E. holding that the analogy to arbi tration agreement is not persuasive in part because the principal feature of an arbitration agreement is that the contracting parties agree they will not submit their controversy to a court of law in the first instance

assistant: The best answer is E. holding that the analogy to arbi tration agreement is not persuasive in part because the principal feature of an arbitration agreement is that the contracting parties agree they will not submit their controversy to a court of law in the first instance
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: added); Universal C.I.T. Credit Corp. v. Daniel, 150 Tex. 513, 243 S.W.2d 154, 157 (1951) (stating that “a contract is ambiguous only when the application of pertinent rules of interpretation to the face of the instrument leaves it genuinely uncertain which one of two or more meanings is the proper meaning”) (emphasis added). What is clear is that intent is the benchmark for judicial interpretation of deeds. “Because ‘once a dispute arises over meaning, it can hardly be expected that the parties will agree on what meaning was intended,’ courts use canons of construction to help ascertain the parties’ intent.” French v. Chevron U.S.A., Inc., 896 S.W.2d 795, 797 (Tex.1995) (quoting Southland Royalty Co. v. Pan Am. Petroleum Corp., 378 S.W.2d 50, 59 (Tex.1964) (Calvert, C.J., concurring) (<HOLDING>)); see also Buffalo Ranch Co., 727 S.W.2d at Options: A. holding an administrative interpretation cannot change the meaning of a statute or control the courts interpretation of it B. holding that bop interpretation of 922g1 as a crime of violence is permissible construction of 3621e2b and limiting the holding of johnson to the interpretation of sentencing guidelines C. recognizing that courts have built up a system of rules of interpretation and construction to arrive at meaning ignoring testimony of subjective intent D. recognizing that the standard of review for issues of statutory interpretation and construction is de novo E. recognizing that our task as a reviewing court is to afford a logical construction according to the general terms and intentions of the entire act and that it is axiomatic that we construe the statute as a whole entity in order to arrive at a construction which avoids illogical results

assistant: The best answer is C. recognizing that courts have built up a system of rules of interpretation and construction to arrive at meaning ignoring testimony of subjective intent
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: From time to time, at the request of either of Brushy or Lilis and without additional consideration, the Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as any of Brushy or Lilis may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: trial court, and [its ruling on the motion] will be reversed only upon a showing of an abuse of discre tion.” Clement v. Merchants Nat’l Bank of Mobile, 493 So.2d 1350, 1354 (Ala.1986). Wal-Mart argues, among other things, that it is fundamentally unfair to allow White’s expert to conduct a physical examination, but to prevent Wal-Mart’s expert from conducting a physical examination. White responds by stating, among other things, that because Dr. Hinton has already formed an opinion based on White’s medical records, Wal-Mart has failed to establish good cause for a physical examination, as required by Rule 35. Thus, White asks us to deny the mandamus petition because, he argues, Wal-Mart has not shown that the trial court abused its discretion with respect to the 4, 267 (E.D.Mo.1996) (<HOLDING>). Rule 35(a) requires not only that the Options: A. holding that plaintiff could not show that he was disabled because he conceded that he could do his job despite his impairment B. holding in the context of a prosecution for second degree escape that although defendant was not handcuffed he had nonetheless been placed under arrest had had his liberty restrained in that he was not free to leave and at that point the first step in the process of transporting him to the police station had begun consequently the defendants arrest was complete and he was in custody C. holding that the plaintiff had not placed his mental condition in controversy because he was not complaining of any definable psychological symptoms D. holding that the plaintiff had a right of privacy in the contents of a settlement agreement that stated that the plaintiff had sued his employer for failing to hire him because he was a single gay male and because his employer suspected that he had aids E. holding that the alj did not err by not ordering psychological tests when the claimant was merely emotionally upset about his condition

assistant: The best answer is C. holding that the plaintiff had not placed his mental condition in controversy because he was not complaining of any definable psychological symptoms
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Servicer nor any of its Subsidiaries (other than Borrower) is in default under or with respect to any of its Contractual Obligations in excess of $100,000,000. Borrower is not in default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect. No Unmatured Amortization Event or Amortization Event has occurred and is continuing.

assistant: No Defaults
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: Effective as of no later than the Effective Time and except as otherwise agreed by the Parties, (a) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Varex Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law) (collectively, the “ Varex Employees ”) is employed by a member of the Varex Group as of immediately after the Effective Time, and (b) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law) and any other individual employed by the Parent Group as of the Effective Time who is not a Varex Employee (collectively, the “ Parent Employees ”) is employed by a member of the Parent Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

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: professional surveyor. Mark S. Dennison, Annotation, Surveyor’s Liability for Mistake in, or Misrepresentation as to Accuracy of, Survey of Real Property, 117 A.L.R. 5th 23, 38 (2004); see Commonwealth Land Title Ins. Co. v. Conklin Assocs., 152 N.J.Super. 1, 9, 377 A.2d 740 (Law Div.1977), affd o.b. sub nom., Commonwealth Land Title Ins. Co. v. Topping, 167 N.J.Super. 392, 400 A.2d 1208 (App.Div.), certif. denied, 81 N.J. 285, 405 A.2d 830 (1979). Nonetheless, even when the terms of the Statute require an affidavit of merit, our courts reject a literal interpretation if it will “lead to results inconsistent with the overall purpose of the [S]tatute.” Court, supra, 173 N.J. at 334, 801 A.2d 1134 (internal quotations omitted); see, e.g., Hubbard, supra, 168 N.J. at 395-97, 774 A.2d 495 (<HOLDING>). Under the facts and procedural posture of Options: A. recognizing the public interest exception B. recognizing such an exception C. recognizing the rule and the exception but holding facts did not support claim to exception D. recognizing a common knowledge exception E. recognizing exception

assistant: The best answer is D. recognizing a common knowledge exception
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 Valdivieso Ortiz, 807 F.2d 6, the First Circuit was unclear about whether it had based its denial of a familial association claim on the lack of specific intent or the fact that the child at issue was an adult, in subsequent cases the First Circuit has clarified that even in cases involving minor children, specific intent is required. See Soto v. Flores, 103 F.3d 1056, 1062 (1st Cir.1997) (citing Ortiz as requiring specific intent, and dismissing familial association claim as to minor children); Manarite ex rel. Manarite v. City of Springfield, 957 F.2d 953, 960 (1st Cir.1992) (citing Ortiz as requiring specific intent). One circuit, the Eleventh Circuit, has stated in dicta that specific intent is necessary. See Robertson v. Hecksel, 420 F.3d 1254, 1259, 1260 n. 5 (11th Cir.2005) (<HOLDING>). One circuit, the Ninth Circuit, has Options: A. holding that a mother successfully stated a violation of the fourteenth amendment by alleging that the los angeles police department recklessly deprived her of the companionship of her mentally disabled adult son B. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does C. holding that a mother and her two children failed to establish a 1983 claim where there was no evidence that threats made to the mother were directly aimed at the relationship between parent and child D. holding that a parentchild relationship between two independent adults does not invoke constitutional companionship interests and noting in dicta that even if it were to hold that right existed mere negligence does not implicate the due process clause and the mother had not alleged that the officer who shot her adult son acted with more than negligence concerning her rights E. holding that mere negligence does not implicate the right to due process

assistant: The best answer is D. holding that a parentchild relationship between two independent adults does not invoke constitutional companionship interests and noting in dicta that even if it were to hold that right existed mere negligence does not implicate the due process clause and the mother had not alleged that the officer who shot her adult son acted with more than negligence concerning her 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: the age of fourteen, constituted a “crime of violence” under 18 U.S.C. § 16(b). In holding that indecent assault was a crime of violence, the Second Circuit’s focused on the fact that “lack of consent [was] a requisite element of a § 13H violation.” Id. (citations omitted). The Court held that a violation of § 13H, “by its nature, presents a substantial risk that force may be used in order to overcome the victim’s lack of consent and accomplish the indecent touching.” Id. (original emphasis). “Because the victim’s non-consent is a necessary element for conviction under Mass. Gen. Laws ch. 265, § 13H, we hold that petitioner was convicted of a ‘crime of violence’ within the meaning of 18 U.S.C. § 16(b).” Id. at 177; see also United States v. Reyes-Castro, 13 F.3d 377, 379 (10th Cir.1993)(<HOLDING>). Although the. risk of injury statute, Conn. Options: A. holding that a petitioners conviction for indecent assault and battery under massachusetts law constituted a crime of violence because any offense under the state statute was by definition nonconsensual and thus any violation of the statute by its nature presents a substantial risk that force may be used to overcome the victims lack of consent and accomplish the indecent touching B. holding that a conviction for sexual assault of a child under nebrevstat 28320011 was a crime of violence because this type of contact between parties of differing physical and emotional maturity carries a substantial risk that physical force may be used in the course of committing the offense C. holding that because the crime of rape involved a nonconsensual act there was a substantial risk that physical force may be used in committing the offense D. holding that under iowa code 7098 the offense of lascivious acts with a child was a crime of violence because it involved a substantial risk that physical force would be used against the child victim in the course of committing the offense E. holding that substantial evidence of rape may be found even though there was only a hearsay statement of the child victim

assistant: The best answer is C. holding that because the crime of rape involved a nonconsensual act there was a substantial risk that physical force may be used in committing the offense
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 action by the parties hereto related to this Agreement may be instituted in any state or federal court having proper subject matter jurisdiction located within the State of Ohio, or in any other court in which jurisdiction is otherwise proper. Accordingly, the Company and the Employee irrevocably and unconditionally (a) submit to the jurisdiction of any such court and (b) waive (i) any objection to the laying of venue of any such action brought in such court and (ii) any claim that any such action brought in any such court has been brought in an inconvenient forum.

assistant: Consent To Jurisdiction
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: P.2d 164, 167 (Colo.App.1998) (excluding an employer’s contribution to an employee’s pension plan from the calculation of weekly benefits); Luce v. United Techs. Corp., 247 Conn. 126, 717 A.2d 747, 755 (1998) (finding that the calculation of “wages” under the state’s workers’ compensation laws does not include pensions); Rainey v. Mills, 733 S.W.2d 756, 758 (Ky.Ct.App.1987) (declining to find statutory support to include fringe benefits, such as employer pension plan contributions, in weekly wage calculation); Barnett v. Sara Lee Corp., 97 Md.App. 140, 627 A.2d 86, 90-91 (1993) (finding that pension plans could not be considered in the calculation of weekly wages for the purpose of determining a claimant’s industrial loss of use); In re Gagnon, 158 N.H, 391, 965 A.2d 1154, 1159 (2009) (<HOLDING>); Shaw v. U.S. Airways, Inc., 362 N.C. 457, 665 Options: A. holding that the statute of limitations applicable to a section 301 suit was the same as that which applies to suits against an employer for breach of the collective bargaining agreement B. holding that an employers contributions to an employees retirement account are not included in the calculation of a weekly wage for workers compensation purposes C. holding that an employee may sue for breach of a collective bargaining agreement without the union D. holding that weekly wages are calculated using a claimants pretax pay and therefore it was not unjust for the collective bargaining agreement to exclude employer payments to an employees pension plan from the definition of wage E. holding that the claim accrued after the employer denied a request for arbitration as untimely under the collective bargaining agreement

assistant: The best answer is D. holding that weekly wages are calculated using a claimants pretax pay and therefore it was not unjust for the collective bargaining agreement to exclude employer payments to an employees pension plan from the definition of wage