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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: major life activities of a person; (b) a record of having such impairment; or (c) being regarded as having such impairment.” Mass. Gen. Laws ch. 151B, § 1(17). Bratton relies on subsection (a), contending that he suffers from a physical impairment that substantially limits a major life activity — his ability to process bodily waste. Compl. ¶ 47; PI. Opp’n at 8. Chapter 151B, § 1(20) defines “major life activities” as “functions, including, but not limited to, caring for one’s self, performing manual tasks, walking, seeing, hearing, speaking, breathing, learning and working.” It is a question of law whether the ability to process one’s bodily fluid is a “major life activity” for purposes of chapter 151B, see Bragdon v. Abbott, 524 U.S. 624, 638, 118 S.Ct. 2196, 141 L.Ed.2d 540 (1998) (<HOLDING>), a question that remains unanswered. See Ryan Options: A. holding that reproduction is major fife activity pursuant to ada B. holding that reproduction is not a major life activity C. recognizing sleeping as major life activity D. holding that breathing is a major life activity within the contemplation of the ada E. holding that whether depression gives rise to a substantial limitation on a major life activity for purposes of ada depends on its severity

assistant: The best answer is A. holding that reproduction is major fife activity pursuant to ada
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: sentence.’ ” Id. at 1028 (quoting United States v. Soto-Holguin, 163 F.3d 1217, 1220 (10th Cir.1999)). We noted that “[a]lthough the government filed its motion within seven days, the district court did not rule on the motion within that time period,” and the “government, nevertheless, argues that it satisfied the requirements of Rule 35(c), because the district court need not actually decide the motion within seven days, as long as the government filed the motion within that period.” Id. at 1029-30. We held in Barragan-Mendoza that “the district court did not ‘act’ within seven days from the imposition of sentence and therefore lacked jurisdiction thereafter to modify Barragan’s sentence.” Id. at 1030; see also United States v. Aguilar-Reyes, 653 F.3d 1053, 1055-56 (9th Cir.2011) (<HOLDING>); Penna, 319 F.3d at 510 (“We hold that the Options: A. holding that magistrate had substantial basis for determining that probable cause existed where affidavit which recited information received from anonymous tip from informer in february 2007 regarding narcotic activity on unspecified date included several details about defendant and residence that were later confirmed officer found residue that fieldtested positive for marihuana in garbage can located on street directly in front of residence on march 1 2007 officer found marihuana stems seeds and residue in garbage can on march 5 and search warrant was issued on march 6 and executed on march 7 B. holding the fourteen day provision in rule 35a is jurisdictional and reinstating defendants original sentence when defendant was originally sentenced on march 1st defendant filed a rule 35a motion on march 5th the district court held a hearing on the rule 35 motion on march 29th and resentenced defendant on april 12th C. holding that time limit in rule 35c predecessor to rule 35a is jurisdictional D. holding that the only question on a rule 35a motion is whether the sentence imposed was illegal on its face emphasis added E. holding that the district court and this court had subject matter jurisdiction over the defendants motion for modification of sentence based on amendment 706 even though the defendant filed the motion before march 3 2008 because the district court ruled on the motion after that date

assistant: The best answer is B. holding the fourteen day provision in rule 35a is jurisdictional and reinstating defendants original sentence when defendant was originally sentenced on march 1st defendant filed a rule 35a motion on march 5th the district court held a hearing on the rule 35 motion on march 29th and resentenced defendant on april 12th
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: error occurring during a sentence hearing. I did not agree with this movement to create courts of equity, not of law, in our subordinate court system. United States v. Claxton, supra at 165 (Sullivan, C.J., concurring in part and in the result). More recently, in United States v. Quiroz, 55 MJ 334, 338-39 (2001), a majority of this Court even went so far as to permit the appellate court below to ignore the law of multiplicity in granting findings relief while vaguely citing the service appellate court’s power under Article 66(e), UCMJ. This aberrant line of decisions should not be extended here to hold that the Courts of Criminal Appeals may also flout the law on post-trial delay in discharging their sentence approval function. See United States v. Hutchison, 57 MJ 231 (2002)(<HOLDING>). Article 66(c), UCMJ, was not intended by Options: A. holding a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines B. holding that a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines C. holding a court of criminal appeals may not exercise its sentence approval powers to criticize a state court conviction D. holding that the court of appeals may not overrule modify or withdraw language from a previously published decision of the court of appeals E. holding that a court of appeals may afford a presumption of reasonableness to a withinguidelines sentence

assistant: The best answer is C. holding a court of criminal appeals may not exercise its sentence approval powers to criticize a state court conviction
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 otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale Agreement, dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale Agreement ”), between Fifth Third Holdings Funding, LLC, as seller, and Fifth Third Auto Trust 2017-1, as issuer, which contains rules as to usage that are applicable herein.

assistant: Definitions
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 Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Company or any other Loan Party, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code, (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (iv) a “governmental plan” within the meaning of ERISA.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employee agrees that the Bank will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by the Employee of any provision of this Section. Accordingly, in the event the Bank seeks, under law or in equity, a temporary restraining order, permanent injunction or a decree of specific performance of the provisions of this Section, no bond or other security shall be required. The Bank shall be entitled to recover from the Employee, reasonable attorneys’ fees and expenses incurred in any action wherein the Bank successfully enforces any of the provisions of this Section against the breach or threatened breach of those provisions by the Employee. The remedies described in this Section are not exclusive and are in addition to all other remedies the Bank may have at law, in equity, or otherwise.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 358 U.S. 276 79 S.Ct. 321 3 L.Ed.2d 296 PEOPLE of the United States ex rel. Talbot JENNINGS, petitioner,v.Joseph E. RAGEN, Warden, Illinois State Penitentiary. No. 185, Misc. Supreme Court of the United States January 12, 1959 Talbot Jennings, pro se. Mr. Latham Castle, Atty. Gen. of Illinois, for respondent. On petition for writ of certiorari to the United States Court of Appeals for the Seventh Circuit. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for writ of certiorari are granted. 2 Petitioner, confined under sentence of an Illinois court following his conviction of armed robbery, sought a writ of habeas corpus from the Federal District Court. His petition contained allegations, primarily concerning the introduction into evidence at his trial of a confession coerced by physical mistreatment by police officers, which if true would entitle him to relief. Appended to the petition were various documents, including an opinion of the Supreme Court of Illinois affirming his conviction and simultaneously affirming the denial to him of post-conviction remedies which he had sought in the trial court while his appeal from the conviction was pending. See People v. Jennings, 11 Ill.2d 610, 144 N.E.2d 612. In that opinion, the state court held that the evidence before it warranted the trial court's finding that petitioner's confession had been voluntary. 3 The State responded to petitioner's application and urged dismissal. The District Court, on a record limited to the aforementioned documents augmented by a 'report' prepared by an amicus curiae appointed by it, dismissed the application without a hearing. The Court of Appeals, in turn, denied petitioner's motion for a certificate of probable cause, 28 U.S.C. § 2253, 28 U.S.C.A. § 2253, and dismissed his appeal. 4 It appears from the record before us that the District Court dismissed petitioner's application without making any examination of the record of proceedings in the state courts, and instead simply relied on the facts and conclusions stated in the opinion of the Supreme Court of Illinois. We think that the District Court erred in dismissing this petition without first satisfying itself, by an appropriate examination of the state court record, that this was a proper case for the dismissal of petitioner's application without a hearing, in accordance with the principles set forth in Brown v. Allen, 344 U.S. 443, 463-465, 506, 73 S.Ct. 397, 97 L.Ed. 469. See also Rogers v. Richmond, 357 U.S. 220, 78 S.Ct. 1365, 2 L.Ed.2d 1361. It follows that the judgment of the Court of Appeals must be vacated and the case remanded to the District Court for further proceedings consistent with this opinion.

assistant: 1
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: it has not had occasion to define the contours of an agency’s authority to use administrative subpoenas post-indictment. In its motion, the government suggests such authority is virtually unbounded, relying upon an out-of-circuit decision for the’ proposition that § 876, “unlike the grand jury system, ... may ... be used to discover evidence related to the charges in the original indict ment.” Gov’t’s Mot. at 5 (quoting Phibbs, 999 F.2d at 1077). While only the Sixth Circuit has explicitly concluded that § 876 contemplates no limit on post-indictment collection of evidence in aid of ongoing litigation, decisions of a number of other courts, cited by the government, lend further support for its position. See, e.g., United States v. Harrington, 761 F.2d 1482, 1485 (11th Cir. 1985) (<HOLDING>); United States v. Hossbach, 518 F.Supp. 759, Options: A. holding that an insurer has a duty to conduct an investigation reasonably appropriate under the circumstances B. holding the dea may issue subpoenas under section 876 in an ongoing investigation so long as they are not to run against the targeted individual even after an indictment has been returned C. recognizing qualified privilege for government files relating to an ongoing criminal investigation D. holding that an accused may not complain if the statute of limitations is extended so long as the period of time originally provided therein had not run at the time of such extension because an accused does not acquire any vested right in a statute of limitations until it has operated to bar the prosecution of the offense with which he has been charged E. holding that a court may amend an indictment so long as the scope of the remaining charges is narrower than before

assistant: The best answer is B. holding the dea may issue subpoenas under section 876 in an ongoing investigation so long as they are not to run against the targeted individual even after an indictment has been returned
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: There must be some “clear indication that the trial court intended the order to completely dispose of the entire case." Id. at 205. More specifically, a judgment is final for purposes of appeal when (1) a judgment expressly disposes of some, but not all defendants, (2) the only remaining defendants have not been served or answered, and (3) nothing in the record indicates that plaintiff ever expected to obtain service on the unserved defendants, such that the case “stands as if there had been a discontinuance” as to the unserved defendants. In re Sheppard, 193 S.W.3d 181,187 (Tex.App.-Houston [1st Dist.] 2006, orig. proceeding) (quoting Youngstown Sheet & Tube Co. v. Penn, 363 S.W.2d 230, 232 (Tex.1962)); see also M.O. Dental Lab v. Rape, 139 S.W.3d 671, 674-75 (Tex.2004) (per curiam) (<HOLDING>)', In re Miranda, 142 S.W.3d 354, 357 Options: A. recognizing that the existence of a copy of a decision in a bill file along with numerous references to a decision of the court of appeals in the legislative history indicated that an amendment was made in response to that decision B. holding that the decision in mcmillan survives apprendi C. holding that an award of sanctions under rule 11 survives despite a later determination that the court lacked subject matter jurisdiction D. holding that evidence contrary to an administrators decision does not make the decision arbitrary and capricious so long as a reasonable basis appears for the decision E. holding that decision in penn survives lehmann

assistant: The best answer is E. holding that decision in penn survives lehmann
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: suit to continue in both the state and federal courts would likely subject all of the parties to conflicting legal obligations in a manner prohibited by Rule 19(a)(2)(ii). As the district court noted, in the instant case both courts are being asked to make determinations on the validity and interpretation of the Agreement, creating a high likelihood of incongruous results. In previous cases we have ruled that the increased potential for inconsistent judgments is grounds for finding a non-joined party necessary. See Real Driveaway Co., 173 F.3d 915, 918-19 (4th Cir.1999) (continuing without the necessary party is impermissible because permitting the suit to proceed without un-joined parties could subject a joined party to conflicting legal obligations); Schlumberger, 36 F.3d at 1286-87 (<HOLDING>). See also Window Glass Cutters League of Options: A. holding that because attorney decides which legal claims to file and party provides at most factual basis for claims party should not be punished for their attorneys conduct unless the party is implicated apart from having entrusted its legal representation and trial court abused its discretion in sanctioning party under chapter 10 B. holding that a third party holding legal title to property is a necessary party in an action for equitable distribution C. holding that a calculation of the amount of loss is a factual finding D. holding that the potential for factual and legal whipsaw favored finding that the unjoined party was necessary E. holding that the bankruptcy court abuses or exceeds its discretion when 1 its decision rests on an error of law such as application of the wrong legal principle or a clearly erroneous factual finding or 2 its decision though not necessarily the product of a legal error or a clearly erroneous factual finding cannot be located within the range of permissible decisions

assistant: The best answer is D. holding that the potential for factual and legal whipsaw favored finding that the unjoined party was necessary
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: Prior to the Appointment Date and subject to the Executive’s continued employment as CEO, the Company shall continue to pay the Executive his base salary as in effect as of the date hereof in accordance with the Company’s regular payroll practices . Effective as of the Appointment Date and subject to the Executive’s continued employment as Executive Chairman, the Company shall pay the Executive a base salary for the Company’s 2018 fiscal year at an annual ized rate of $900,000, payable in accordance with the Company’s regular payroll practices. The Executive’s base salary as in effect from time to time is referred to herein as “ Base Salary .” Following the 2018 fiscal year, t he B ase S alary shall be determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion.

assistant: Base Salary
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 its terms are confidential and are intended for the sole use of ABG and GM. Neither this Agreement nor its terms may be disclosed to any third party, other than a Party’s parent, subsidiaries, AESOP Leasing, or their respective outside counsel and accountants and interested financial institutions, or except as may be required by legal processes or applicable securities laws. Except as permitted above, in the event of any intended disclosure, the Party intending to disclose will notify the other Party sufficiently in advance so that the Parties may consult with each other and/or interpose legal objections to the disclosure.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Exporter agrees that it is solely responsible for paying any and all taxes, if required, to the country of origin of the goods and services. For purchase and sales orders received after the Sample and Test Market Program, Exporter agrees that any customs and VAT payable in China will be paid by either including any such taxes in the end buyer’s purchase price in the purchase order, and paying such taxes upon payment by buyer or paying such taxes directly to customs prior to the goods being accepted by the buyer.

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 legal provision and list the applicable contract clause categories. Provision: Each Loan Party is (a) duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and (b) is duly qualified as a foreign entity, and is in good standing, in each jurisdiction in which such qualification is required by law. Each Loan Party and each Portfolio Entity has all requisite corporate or limited liability company, as applicable, power and authority to (i) own or hold under lease and operate the property it purports to own or hold under lease, (ii) carry on its business as now being conducted and as now proposed to be conducted in respect of the Projects, (iii) execute, deliver and perform each Operative Document to which it is a party and (iv) take each action as may be necessary to consummate the transactions contemplated hereunder and thereunder. The Pledgor is the sole member of Borrower. The provisions of the first recital accurately describe the ownership of the Portfolio Entities. The organizational structure of the Pledgor, Borrower, the ABS Entities and each other Portfolio Entity set forth on Schedule 1 is true, complete and correct as of the Closing Date.

assistant: Organizations
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: jurisdiction, in this case the statute clearly indicates that Congress intended to restrict judicial review. Section 1158(a)(3) states, “[n]o court shall have the jurisdiction to review any determination of the Attorney General under paragraph (2) [the provision providing that the one-year time limit may be waived if extraordinary circumstances are demonstrated].” Although there is a presumption favoring judicial review, the presumption may be overcome by specific statutory language precluding that review. Block v. Community Nutrition Inst, 467 U.S. 340, 349, 104 S.Ct. 2450, 81 L.Ed.2d 270 (1984). Two circuits have refused to review untimely asylum applications because section 1158(a)(3) contains such specific language. Hakeem v. I.N.S., No. 00-70525, 273 F.3d 812, 815 (9th Cir.2001) (<HOLDING>); Ismailov v. Reno, 263 F.3d 851, 855 (8th Options: A. holding that because the ij denied an asylum application as untimely we lacked subjectmatter jurisdiction to review the final order of removal as it pertained to the asylum claim B. holding that jurisdiction was lacking to review an ijs determination that an asylum application was untimely when that determination was based on the fact that the petitioner offered no evidence other than his own testimony regarding his date of entry C. holding that section 1158a3 precludes judicial review of immigration judges determination that immigrants asylum application was untimely D. holding that section 1158a3 divests our court of jurisdiction to review a decision regarding whether an alien complied with the oneyear time limit or established extraordinary circumstances that would excuse his untimely filing E. holding that 1158a3 divests the court of jurisdiction to review decisions of whether an alien complied with the oneyear time limit or whether extraordinary circumstances were present to justify untimely filing of the asylum application citing mendoza v us atty gen 327 f3d 1283 1287 11th cir2003

assistant: The best answer is C. holding that section 1158a3 precludes judicial review of immigration judges determination that immigrants asylum application was untimely
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: MCCA defined “resident” as “all owners or registrants of motor vehicles required to be registered [in Michigan] ... .” In re Certified Question, supra at 719. 25 Id. This Court, determining that the statute controlled over the MCCA’s definition of “resident,” held that the statute nonetheless contained a parallel provision to the MCCA’s definition of “resident.” As we will discuss, this Court explained that “personal protection insurance coverages,” as used in MCL 500.3104(2), refers to policies providing “the compulsory security requirements of [MCL 500.3101(1)],” i.e., “ ‘residents,’ in the language of the [MCCA’s] plan of operation.” In re Certified Question, supra at 723. 26 See also Liberty Mut Ins Co v Michigan Catastrophic Claims Ass’n, 248 Mich App 35, 42; 638 NW2d 155 (2001) (<HOLDING>); Farmers Ins Exch v South Lyon Community Options: A. holding that assignment of insureds rights to coverage for property damage under automobile insurance policy to automobile repairer was invalid because of antiassignment provision B. holding that the mcca was not obligated to indemnify a claim under a california automobile insurance policy that was reformed into a michigan nofault automobile insurance policy five years after the subject accident and stating that the mcca can refuse to indemnify claims paid under mcl 5003163 C. holding that united states in ftca action may rely on immunities available to a private automobile owner covered by new jerseys nofault insurance law even though it was not literally the owner of an automobile under the new jersey statute D. holding that an insurance company had to indemnify defendant driver pursuant to policy because shooting that caused accident was determined to be accidental E. holding that there may be an obligation to defend under an insurance policy even though there is no obligation to indemnify

assistant: The best answer is B. holding that the mcca was not obligated to indemnify a claim under a california automobile insurance policy that was reformed into a michigan nofault automobile insurance policy five years after the subject accident and stating that the mcca can refuse to indemnify claims paid under mcl 5003163
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by Sellers of this Agreement and each Ancillary Agreement to which Sellers are a party and the consummation of the Transactions have been duly authorized by all requisite limited liability company action on the part of Sellers and no other limited liability company proceedings on the part of Sellers are necessary to authorize the execution, delivery and performance of this Agreement or any Ancillary Agreement; provided, however, that the foregoing shall be subject to entry of the Plan Confirmation Order. This Agreement and the Ancillary Agreements to which Sellers are a party have been duly and validly executed by Sellers and, assuming the due authorization, execution and delivery thereof by Buyer and any other parties thereto, constitute the valid and legally binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms and conditions, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance or other equitable remedies (the “ General Enforceability Exceptions ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Inc., 201 N.C. App. 726, 689 S.E.2d 601, 2010 WL 10963 at *3-4 (2010) (unpublished) (applying common law principles of contract law, such as offer and acceptance, to a claim filed under the Workers’ Compensation Act). This Court has held that a lapse in employment and subsequent rehiring via a “last act” made in North Carolina created a contract that was “made” in North Carolina for jurisdictional purposes under Section 97-36. Baker v. Chizek Transp., Inc., 210 N.C. App. 490, 711 S.E.2d 207, 2011 WL 904271 at *4-5 (2011) (unpublished). Similarly, under the common law of contracts, a modification to the terms of a contract may create a new underlying contract that was “made” in North Carolina. See, e.g., Spartan Leasing Inc. v. Pollard, 101 N.C. App. 450, 457, 400 S.E.2d 476, 480 (1991) (<HOLDING>). Section 97-36 also employs the phrase Options: A. holding that the evidence was sufficient for the jury to find that an oral agreement existed and that it was not modified B. holding that an addendum letter was a new contract because it modified a prior lease agreement C. holding that it was error for the court to enter a modified agreement which materially altered the agreement reached by the parties D. holding no enforceable contract where letter specified it was a letter of interest only and is subject to the negotiation and execution of a definitive agreement E. holding contract to be a mineral lease

assistant: The best answer is B. holding that an addendum letter was a new contract because it modified a prior lease agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay Manager an annual base salary of $252,049 per fiscal year, payable in accordance with the Company’s customary payroll practices for management employees. The Chief Executive Officer or his designee may review and adjust Manager's base salary from year to year; provided, however, that during the term of Manager's employment, the Company shall not decrease Manager's base salary.

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

user: If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

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 legal provision and list the applicable contract clause categories. Provision: No uncertainty or ambiguity herein shall be construed or resolved against the Secured Party or Debtor, whether under any rule of construction or otherwise. This Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: also indicates an intention to consider reviving the federal claims upon remand. This leaves the defendant.to the plaintiffs caprice in re-asserting, at some later date, federal claims that the defendant has been prepared to litigate now in this forum. It would also leave open the possibility that the defendant would have to remove this action to this Court a second time, resulting in a repetitious waste of resources and time on the part of the parties and both the state and federal courts. Due to such concerns over preservation of judicial and parties’ resources and fairness to the defendant, other courts have concluded that leave to amend a complaint may be granted on the condition that the eliminated federal claims are dismissed with prejudice. See Addamax Corp., 149 F.R.D. at 5-6 (<HOLDING>). In re QMect, Inc., 349 B.R. at 626 (ruling Options: A. holding that dismissal of a pro se complaint for failure to state a claim should generally be without prejudice but if the plaintiff has been given an opportunity amend his complaint and fails to do so the dismissal may be with prejudice B. holding that the amended complaint could not relate back to the original complaint in which all claims were barred by the statute of limitations C. holding that the district court did not abuse its discretion in dismissing a complaint with prejudice based on the plaintiffs failure to amend the complaint by the deadline imposed by the court D. recognizing that one of those conditions for a district judge to grant leave to amend the complaint may properly be that claims contained in the original complaint but not included in the amended complaint be considered dismissed with prejudice E. holding that as a matter of law claim stated in amended complaint did not relate back to original complaint

assistant: The best answer is D. recognizing that one of those conditions for a district judge to grant leave to amend the complaint may properly be that claims contained in the original complaint but not included in the amended complaint be considered dismissed with prejudice
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 party seeking relief from a judg ment has the burden of proving he or she is entitled to relief. See Nelson, 826 S.W.2d at 485; Walker v. Baker, 738 S.W.2d 194, 196 (Tenn.Ct.App.1987). Rule 60.02 provides for relief, “on such terms as are just,” from final judgments, orders, or proceedings based on the following grounds: (1) mistake, inadvertence, surprise, or excusable neglect; (2) fraud (whether heretofore denominated intrinsic or extrinsic), misrepresentation, or other misconduct of an adverse party; (3) the judgment is void; (4) the judgment has been satisfied, released, or discharged, or a prior judgment upon which it is based has been reversed or otherwise vacated, or it is no longer equitable that a judgment should have prospective application; or (5) any other reas pp.1981) (<HOLDING>). Relying upon Terminix Int’l Co. v. Tapley, Options: A. holding that notice to the attorney of record constitutes notice to the petitioner B. holding that a defendant is not entitled to relief from default judgment because notice to an attorney of filing of motions and orders is constructive notice to the client even when the client did not have actual notice C. holding that actual notice fulfills a notice requirement that an applicable federal regulation be conspicuously posted because actual notice is the best notice D. holding that when counsel was present when a trial date was announced and received written notice of the date even though the client did not receive notice the attorneys knowledge was imputed to the client E. holding that an attorneys filing a notice of appearance on behalf of his or her client constitute a waiver of service of process by the client

assistant: The best answer is B. holding that a defendant is not entitled to relief from default judgment because notice to an attorney of filing of motions and orders is constructive notice to the client even when the client did not have actual notice
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: it was included as an exhibit appended to Nadworny's complaint. It was also cited by Shaw's and Al-bertson's in their memoranda in support of their motion to dismiss and in opposition to plaintiff’s motion to remand. It is well established that, under these circumstances, the Court’s consideration of the appended documents does not convert a motion to dismiss into a motion for summary judgement. See LoCicero v. Leslie, 948 F.Supp. 10, 12 (D.Mass.1996); see also Fudge v. Penthouse Int’l Ltd., 840 F.2d 1012, 1015 (1st Cir.1988). 2 . The fact that these two decisions are unpublished does not, of course, subtract from their persuasive authority. See Anastasoff v. United States, 223 F.3d 898, 899-905 (8th Cir.2000) (R. Arnold, J.), vacated as moot, 235 F.3d 1054 (8th Cir.2000) (en banc) (<HOLDING>); see also Alshrafi v. American Airlines, Inc., Options: A. recognizing that we ordinarily do not accord precedential value to our unpublished decisions and that such decisions are entitled only to the weight they generate by the persuasiveness of their reasoning citation omitted B. holding that unpublished opinions have precedential effect C. holding that unpublished opinions are of persuasive value at best and not precedential D. holding that even district court cases decided by panels of three have no precedential value E. holding that opinions accompanying the denial of certiorari cannot have the same effect as decisions on the merits

assistant: The best answer is B. holding that unpublished opinions have precedential effect
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 Participant leaves the employ of the Employers and Related Companies at any age because of disability. A Participant will be considered disabled for purposes of the Plan if the Participant is awarded disability insurance benefits under the Social Security Act, if the Participant is entitled to a pension for permanent incapacity under the terms of the A. M. Castle & Co. Hourly Employees Pension Plan, or would be entitled to such a pension if the Participant’s Employer maintained that plan, or if the Participant is entitled to a benefit under a long term disability salary continuation plan maintained by the Participant’s Employer, or would be entitled to a benefit under such a plan if the Participant met the minimum service requirements for eligibility under the plan.

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: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including in .pdf or .tif format) shall be as effective as delivery of a manually signed counterpart of this 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 case excerpt and choose the best holding from the options. Case excerpt: evidence was presented to the jury from which it could conclude that the Tyngsborough Police Department’s negligence facilitated the departure of Ms. Lamare’s children and directly caused Ms. Lamare’s emotional distress. The plaintiff presented testimony that she told the Town that Mr. Voulgarelis would possibly leave the United States via New York and that the Town assured her that contact would be made with the New York authorities. The plaintiff presented evidence that neither the Town nor any other law enforcement agency in contact PRIMA FACIE CASE — PROOF AND DEFENSE §43.3 (4th ed. 1997). A loss of consortium claim requires proof of a tortious act that caused the prerequisite injury of the person seeking compensation for injury. See Sena v. Commonwealth, 417 Mass. 250, 264 (1994) (<HOLDING>); 17A BISHOP, MASS. PRACTICE §43.3. Options: A. recognizing loss of consortium claims B. recognizing that loss of consortium is a right of action separate from that of the spouse C. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse D. holding that absent an actionable injury to one spouse the other spouse cannot recover for loss of consortium E. holding that as a general rule a claim for spousal loss of consortium requires proof of a tortious act that caused the claimants spouse personal injury

assistant: The best answer is E. holding that as a general rule a claim for spousal loss of consortium requires proof of a tortious act that caused the claimants spouse personal injury
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 or part of this Agreement other than the release of claims set forth in Paragraph 4 above, is declared illegal or unenforceable by any court or governmental agency of competent jurisdiction and cannot be modified or reformed to be enforceable, that provision or part will immediately become null and void, leaving the remainder of this Agreement in full force and effect and to this end, the provisions of this Agreement are declared to be severable. However, if the release contained in this Agreement is found by a court to be invalid or unenforceable, Employee agrees promptly upon the request of UCP to execute a new release that is valid and enforceable. In the absence of a valid, fully enforceable release, this Agreement shall be null and void.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent (or, if required by the relevant Loan Document or other written agreement relating to any document, the applicable Arranger, Lender or Affiliate thereof) shall have received all fees and other amounts due and payable by any Loan Party on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel), in each case, required to be reimbursed or paid by any Loan Party under any Loan Document or any other written agreement relating to any Loan Document entered into by the Borrower and the Administrative Agent (or by the applicable Arranger, Lender or Affiliate thereof, as the case may be). In addition, the U.S. Borrower shall have paid to the Administrative Agent, for the account of the Administrative Agent, the Issuing Bank and the Lenders, all unpaid fees, interest and other amounts that have accrued under the Existing Credit Agreement prior to the Restatement Effective Date.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: fictitious names of companies , products , people , characters , and/or data mentioned on this website are not intended to represent any real individual , company , product , or event .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees, to the extent permitted by applicable law and the Company’s Certificate of Incorporation and Bylaws, to defend, indemnify, and hold harmless Executive against any and all loss, damage, liability, and expense, including, without limitation, reasonable attorneys’ fees, disbursements, court costs, and any amounts paid in settlement and the costs and expenses of enforcing this Section 28, which may be suffered or incurred by Executive in connection with the provision of Executive’s services hereunder, including, without limitation, any claims, litigations, disputes, actions, investigations, or other matters; provided that such loss, damage, liability, or expense (i) arises out of or in connection with the performance by Executive of Executive’s obligations under this Agreement and (ii) is not the result of any material breach by Executive of Executive’s obligations hereunder; and provided , further , that Company shall be under no obligation to defend, indemnify, or hold harmless Executive if Executive has acted with gross negligence or willful misconduct. In addition to the foregoing, the Company agrees to provide Executive with coverage under a directors’ and officers’ insurance policy to the same extent as the Company currently provides its executive officers generally.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Wherever possible, each provision of this Agreement will interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

assistant: Severability