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: This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement and any other Transaction Document, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission (e.g., email delivery in .pdf format or similar format), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties.

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: Each of Parent and the Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies adequate insurance for its insurable properties, all to such extent and against such risks, including fire, casualty and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the post-expiration action "infringes a right that accrued or vested under the agreement.” CPR (USA) Inc. v. Spray, 187 F.3d 245, 255 (2d Cir.1999). If it were determined that plaintiffs' claims amounted to allegations that defendants infringed rights contained in the contract, then the arbitration clause would apply beyond the expiration of the contract. 10 . The phrase "arising from” appears on its face to be less broad than other possible arbitration agreement language. For example, the Court of Appeals has stated that the "paradigm of a broad [arbitration] clause” is one that submits to arbitration "any claim or controversy arising out of or relating to the agreement.” Collins & Aikman Prods. Co. v. Building Sys., 58 F.3d 16, 20 (2d Cir.1995). See also ACE Capital, 307 F.3d at 26 (<HOLDING>); Oldroyd v. Elmira Sav. Bank, 134 F.3d 72, 76 Options: A. holding in light of the presumption in favor of arbitrability that broad language referring to any dispute encompassed any disputes between the parties past or present B. holding that a clause requiring arbitration of any controversy or claim that shall arise out of this agreement or the breach thereof was sufficiently broad to cover a 1934 securities act claim involving fraudulent misrepresentation C. holding that the clause any dispute that shall arise between the parties with reference to the interpretation of this agreement or their rights with respect to any transaction involved was broad D. holding that a clause covering any controversy or claim related directly or indirectly to this agreement was a broad arbitration clause E. holding that a clause requiring arbitration wjhenever any question or dispute shall arise or occur under this agreementcontract was sufficiently broad to cover a claim of fraudulent inducement

assistant: The best answer is C. holding that the clause any dispute that shall arise between the parties with reference to the interpretation of this agreement or their rights with respect to any transaction involved was broad
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: his burden of showing that he has asserted either his factual or legal innocence. The other relevant factors also weigh against Hasson. As for prejudice to the government, it would be required to prepare for an unanticipated trial. In a case such as this, which the court designated as complex under 18 U.S.C. § 3161(h)(8)(B)(ii), the prejudice to the government is more obvious because trial preparation would entail considerable effort. Hasson also delayed the filing of his withdrawal motion until just days before sentencing, having waited almost four months after entering his guilty plea. See Carr, 80 F.3d at 420 (reasoning that a three-month delay in filing a motion to withdraw a plea weighs against the defendant); United States v. Vidakovich, 911 F.2d 435, 439-40 (10th Cir.1990) (<HOLDING>). The fourth and seventh factors, which Options: A. holding that the delay is presumptively prejudicial does not necessarily mean the first factor weighs against the state but requires further consideration of the extent of the delay beyond this period B. holding that a fivemonth delay did not render information stale C. recognizing that a fivemonth delay weighs against the defendant D. holding that a fivemonth delay in filing a motion to disqualify did not bar the motion where there was a reasonable explanation for the delay E. holding a fivemonth delay in searching a computer did not invalidate the search because there was no showing that the delay caused a lapse in probable cause that it created prejudice to the defendant or that officers acted in bad faith

assistant: The best answer is C. recognizing that a fivemonth delay weighs against the defendant
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: proper proof, an equitable lien on insurance proceeds in favor of a mortgagee. South Carolina law also provides that an equitable lien arises following the entry of a judgment recognizing its existence. Lloyd, 458 B.R. at 300 (citing In re Houston, 409 B.R. 799, 811 (Bankr.D.S.C.2009)); First Fed. Sav. & Loan Ass’n v. Bailey, 316 S.C. 350, 450 S.E.2d 77, 81 (Ct.App.1994) (“An equitable lien is a mere floating equity until a judgment or decree subjecting the property to the payment of the debt or claim is rendered.”). The cases the Court has found which hold that a mortgagee has an equitable lien on insurance proceeds all involve a contract between the mortgagor and mortgagee requiring that the mortgagor maintain insurance. See Knapp v. Victory Corp., 279 S.C. 80, 302 S.E.2d 330 (1983) (<HOLDING>); Blackwell v. State Farm Mut. Auto. Ins. Co., Options: A. holding that the proceeds of a liability insurance policy were not property of the estate B. holding that the insurer was entitled to credit against the owners claim in the amount paid to the mortgagee C. holding that a bank holding a chattel mortgage on an automobile damaged in a collision had an equitable lien in insurance proceeds because the mortgage required mortgagor to insure the vehicle and name mortgagee as a loss payee D. holding that the mortgagee named in the mortgage at the time of the mortgages execution acquired the legal title to the property E. holding in a dispute between first and second mortgagee regarding entitlement to insurance proceeds that because both mortgages required the mortgagor to maintain insurance on the property both mortgagees had a claim to the proceeds and that the first mortgagee was entitled to recover a portion of the proceeds to the extent of the insured amount with the second mortgagee to recover the remainder

assistant: The best answer is E. holding in a dispute between first and second mortgagee regarding entitlement to insurance proceeds that because both mortgages required the mortgagor to maintain insurance on the property both mortgagees had a claim to the proceeds and that the first mortgagee was entitled to recover a portion of the proceeds to the extent of the insured amount with the second mortgagee to recover the remainder
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: from my knee to my hip. He was kicking me and telling me to get up off that floor, stop your faking, you know, stop the dramatics, you know. Q. When you say he was kicking you, what do you mean, how was he kicking you? A. You want me to demonstrate? Q. Well, I mean was he like winding up and kicking you or was he just nudging you with his foot? A. No, he was kicking me, you know, kicking me. Q. And was this while you were unconscious? A. Yes. Q. How did you know he was kicking you if you were unconscious? A. Well, becaus onstitutional use of excessive force, but the encounter the plaintiff describes in her deposition, while perhaps unprofessional as she describes it, does not meet the constitutional standard to make out a substantive due process violation. See Ellis, 887 F.Supp. at 329 (<HOLDING>). Because the incident was isolated and in an Options: A. holding thirty days in disciplinary segregation does not rise to the level of punishment invoking the due process clause B. holding that pretrial detainees possess a constitutional right against deliberate indifference to their serious medical needs because the due process rights of a pretrial detainee are at least as great as the eighth amendment protections available to a convicted prisoner C. holding that the due process clause protects a pretrial detainee from the use of excessive force that amounts to punishment D. holding that officers were entitled to rely on the judicial officers finding of probable cause in issuing the search warrant unless they knowingly made false statements to obtain the warrant and that a challenge to the adequacy of the officers investigation does not rise to level of clearly established constitutional violation E. holding that officers patting pretrial detainee on the buttocks does not rise to the level of punishment to constitute a constitutional violation

assistant: The best answer is E. holding that officers patting pretrial detainee on the buttocks does not rise to the level of punishment to constitute a constitutional violation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company's legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

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: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plain. With respect to the third and fourth prongs of the plain-error test, we must determine “whether the defendant can show a reasonable probability that, but for the district court’s misapplication of the Guidelines, [the defendant] would have received a lesser sentence.” Villegas, 404 F.3d 355, 357-62. In Villegas, the court stated that absent the enhancement, the defendant’s “sentencing range would have been reduced from between twenty-one and twenty-seven months to between ten and sixteen months.” Id. at 364. It then held that “[b]ecause these two sentencing ranges do not overlap, the district court’s error necessarily increased [the defendant’s] sentence and thus affected his substantial rights.” Id.; see also United States v. Insaulgarat, 378 F.3d 456, 468 n. 17 (5th Cir.2004) (<HOLDING>); Gracia-Cantu, 302 F.3d at 312 (same). In the Options: A. holding that a sentence to a term of imprisonment ten years greater than the applicable maximum affected the defendants substantial rights B. recognizing under plain error review that the burden to show that substantial rights have been prejudiced is on the party that failed to raise the issue below and for an error to have affected substantial rights the error must have affected the outcome of the district court proceedings C. holding that plain error exists when 1 an error was committed 2 that was plain 3 that affected the defendants substantial rights and 4 the error seriously affects the fairness integrity or public reputation of judicial proceedings D. holding that because the district courts error resulted in the imposition of a sentence substantially greater than the maximum otherwise permitted under the sentencing guidelines the error affected the defendants substantial rights and the fairness of the judicial proceedings E. holding that a plain error did not seriously affect the fairness integrity or public reputation of the judicial proceedings even though the error was assumed to have affected substantial rights

assistant: The best answer is D. holding that because the district courts error resulted in the imposition of a sentence substantially greater than the maximum otherwise permitted under the sentencing guidelines the error affected the defendants substantial rights and the fairness of the judicial proceedings
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: we do not authorize the use of this information for any purpose other than your personal use and you are expressly prohibited from the resale , redistribution , and use of this information for commercial purposes .

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: No disclosure of the proposed transaction terms described herein (other than to the advisors and consultants of the Buyer and Sellers) shall be made without the approval of both parties, except as required by law. As this is a binding LOI, Buyer will be required to file a current report on Form 8-K with the Securities and Exchange Commission.

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 case excerpt and choose the best holding from the options. Case excerpt: C Although a broadly focused scope-related objection misfires, a more narrowly focused objection looms. The district court resolved the Authority’s claim of supervening tribal court jurisdiction by turning directly to the contract’s forum-selection clause and passing upon its enforceability, see Ninigret, 32 F.Supp.2d at 504-05, thus holding, by implication, that the tribal exhaustion doctrine does not apply to the interpretation of such a provision. There is a difference of opinion, however, as to whether contractual forum-selection clauses escape application of the doctrine. Compare Basil Cook, 117 F.3d at 63-64, 69 (affirming application of tribal exhaustion doctrine despite the presence of an arbitration clause in the contract sub judice), and Snowbird, 666 F.Supp. at 1444 (<HOLDING>) with Altheimer, 983 F.2d at 814-15 (deciding Options: A. holding that the initial interpretation of a contractual forumselection clause must be made by the tribal court B. holding that disputes involving questions of interpretation of a tribal constitution and tribal law is not within the jurisdiction of the district court C. holding party opposing forumselection clause must meet heavy burden by demonstrating clearly that enforcement would be unreasonable and unjust D. holding that a forumselection clause was mandatory because it provided for exclusive jurisdiction and venue in a particular court E. holding that acoma tribal law was the law of the place because the tribal court could have jurisdiction over the plaintiffs claim

assistant: The best answer is A. holding that the initial interpretation of a contractual forumselection clause must be made by the tribal court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting policies/principles used by such Person, except with respect to changes in GAAP as set forth in §1.2(k), in preparing the financial statements and other information described in §6.4 or 7.4, or (y) change its fiscal year. The Agent and the Lenders acknowledge that REIT’s fiscal year is a calendar year.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the prohibited or unenforceable provision with valid provisions the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.

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: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will (except as otherwise expressly provided herein) be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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: Upon the occurrence of an Event of Default, the Lender shall, within five (5) business days thereof, give written notice (a “ Default Notice ”) to the Rockpoint Preferred Holders (as defined in the Second Amended and Restated Partnership Agreement of the Borrower dated as of March , 2017 (the “ Partnership Agreement ”)) in accordance with the notice provisions set forth in the Partnership Agreement. Such notice shall be in addition to the notice the Lender shall give to the Borrower, and shall be given concurrent therewith. Following receipt of a Default Notice, the Rockpoint Preferred Holders, or any affiliate(s) thereof or other parties designated by them (collectively, “ Rockpoint ”), shall have the right, but not the obligation, to make payment to the Lender, within thirty (30) business days of receiving the Default Notice (the period from the occurrence of the Event of Default through the expiration of such thirty (30) business day period, the “ Default Election Period ”), in an amount equal to the Default Amount (a “ Default Advance ”). During any Default Election Period, the Lender shall have no right to enforce the provisions hereof in respect of such Event of Default or pursue any remedies in connection therewith, including declaring the principal amount of the Advances or interest thereon (whether or not accrued) or any other amounts payable hereunder due and payable. In the event Rockpoint elects to make a Default Advance, such Default Advance shall be deemed to (a) cure the Event of Default and (b) be a demand loan by Rockpoint to the Borrower, and shall bear interest payable to Rockpoint monthly at a rate equal to the lesser of (i) eighteen percent (18%) per annum or, if lower, (ii) the highest rate of interest permitted under applicable law, from and after the date of the Default Advance until the date such Default Advance is repaid by the Borrower to Rockpoint in full. If Rockpoint does not elect to make a Default Advance during the Default Election Period, the Lender shall, following the expiration of the Default Election Period, be entitled to enforce the provisions hereof in respect of such Event of Default and pursue any remedies it may be entitled to at law or in equity in respect of the Event of Default, including its right to declare the principal amount of the Advances or interest thereon (whether or not accrued) or any other amounts payable hereunder due and payable. For the avoidance of doubt, in the event Rockpoint makes a Default Advance, Rockpoint shall, at any time, be entitled pursue any and all rights and remedies it may have in law or in equity against the Borrower in the event the Borrower fails to repay to Rockpoint the amount of the Default Advance or fails to pay any interest thereon to Rockpoint when due.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or, any Person commences a proceeding against the Company and shall not be dismissed within thirty (30) days of its initiation, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement.

assistant: Terminations
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: which is: Taken in the light most favorably to the party asserting the injury, do the facts alleged show that the official’s conduct violated a constitutional right? Saucier, 533 U.S. at 201, 121 S.Ct. 2151 (2001); see also Robinson v. Solano County, 278 F.3d 1007, 1013 (9th Cir.2002) (en banc). In performing the initial inquiry, the Court is obligated to accept the facts as alleged by the non-moving party, but not necessarily their application of the law to the facts. Martin v. City of Oceanside, 360 F.3d 1078, 1082 (9th Cir.2004). The issue is not whether the non-moving party states a claim for a violation of their Constitutional rights, but rather whether the officers actually violated a constitutional right. Id. (emphasis original). Cf. Saucier, 533 U.S. at 201, 121 S.Ct. 2151 (<HOLDING>). If no constitutional right was violated, the Options: A. holding officers conduct must violate a constitutional right B. holding that in excessive force cases the threshold question for the court is whether the officers conduct violated a clearly established constitutional right C. holding that the threshold inquiry assuming as true the facts alleged by the injured party is whether the officers conduct violated a constitutional right D. holding that the initial inquiry for a court called upon to rule upon the qualified immunity issue is whether the facts alleged show the violation of a constitutional right E. holding that this case concerns the threshold inquiry whether smith invoked his right to counsel in the first instance

assistant: The best answer is C. holding that the threshold inquiry assuming as true the facts alleged by the injured party is whether the officers conduct violated a constitutional right
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: In each case with respect to the Company and its Restricted Subsidiaries on a consolidated basis: (a) The fair salable value of the business of the Company and its Restricted Subsidiaries is not less than the amount that will be required to be paid on or in respect of the probable liability on the existing debts and other liabilities (including contingent liabilities) of the Company and its Restricted Subsidiaries, as they become absolute and mature; provided that the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: fiduciary duty or breach of contract, which, without more, cannot be converted into a fraud claim under § 10(b) and Rule 10b-5. Id. Pross is analogous to this case. Plaintiffs have not alleged facts suggesting that Mr. Pickett’s conduct involved any “element of deception.” Notably, plaintiffs have not alleged that Mr. Pickett had anything to gain financially, that he was churning plaintiffs’ accounts, or that he intended to benefit by contravening the terms of the brokerage contracts. Cf. Mihura v. Dean Witter & Co., Inc., 619 F.2d 814, 821 (9th Cir.1980) (recognizing that churning an account to increase commissions violates the Securities Act). Plaintiffs have not alleged ■ that Mr. Pickett promised to repurchase account assets, but then failed to do so. Cf. Kayne, 703 F.Supp. at 1336 (<HOLDING>). Plaintiffs have not alleged that Mr. Pickett Options: A. holding that broker owed no fiduciary duty to client as a matter of law B. holding that a securities fraud claim was properly pled where a broker falsely assured his client that he would cancel unauthorized trades C. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud D. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client E. holding that a defendant must demonstrate that he would not have pled guilty but for the error

assistant: The best answer is B. holding that a securities fraud claim was properly pled where a broker falsely assured his client that he would cancel unauthorized trades
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: his credibility. See Biao Yang v. Gonzales, 496 F.3d 268, 273 (2d Cir. 2007) (“An applicant’s failure to corroborate his or her testimony may bear on credibility, because the absence of corroboration in general makes an applicant unable to rehabilitate testimony that has already been called into question.”). Kola failed to provide evidence that his car was bombed despite asserting that he had reported the bombing to authorities and had evidence of it. Also, Kola failed to provide a statement from his brother, who allegedly suffered the same persecution Kola did. And, the IJ reasonably gave limited weight to a letter from Kola’s father because it was from an interested witness not subject to cross-examination. See Xiao Ji Chen v. U.S. Dep’t of Justice, 471 F.3d 315, 342 (2d Cir. 2006) (<HOLDING>); Y.C. v. Holder, 741 F.3d 324, 334 (2d Cir. Options: A. holding that the weight afforded to the applicants evidence in immigration proceedings lies largely within the discretion of the agency B. holding that the weight afforded to documentary evidence lies largely within the discretion of the ij C. holding that weight afforded to applicants evidence in immigration proceedings lies largely within agency discretion D. holding that the weight afforded to the evidence lies largely within the agencys discretion E. holding that the weight accorded to evidence lies largely within the discretion of the agency

assistant: The best answer is E. holding that the weight accorded to evidence lies largely within the discretion of the agency
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: Id. Oriedo objected that this was an undisclosed expert opinion, so the government withdrew the question and rephrased to ask whether the agent was “personally concerned” about the presence of two vehicles. Id. The agent responded in the affirmative because “more than one vehicle ... raises concerns about being countersurveillance [sic].” Id. (omission and bracketed text in original). We concluded that this was lay testimony under Rule 701 because, although the agent’s “specialized knowledge informed his mental state, he was not called upon to testify generally about narcotics counter-surveillance practices or to offer an explicit opinion that what he observed was counter-surveillance.” Id. (citation omitted); see also United States v. Rollins, 544 F.3d 820, 831-32 (7th Cir. 2008) (<HOLDING>). Similarly, Agent Labno’s experience with 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 that agent could testify as to his impressions of intercepted telephone conversations under rule 701 because he was explaining coded words and phrases that were unique such that his understanding came only as result of things he had perceived not from specialized knowledge C. holding that individuals could not maintain action against private citizens and law enforcement officers who intercepted individuals cordless telephone conversations as users of cordless telephone did not have justifiable expectation of privacy for their conversations D. holding that defendant was not resident of his mothers household even though his drivers license listed his mothers address and he received mail there because he expressed a belief that his residence was in a different location than his mothers home he rented and occupied his own residence and he testified that he was only living with his mother after expiration of his lease until he could find another place to live E. holding that a witness may testify about his subjective interpretation of a conversation in which he is participating as long as his opinion is rationally based on his perception and is helpful either to an understanding of his testimony or to the determination of a fact in issue

assistant: The best answer is B. holding that agent could testify as to his impressions of intercepted telephone conversations under rule 701 because he was explaining coded words and phrases that were unique such that his understanding came only as result of things he had perceived not from specialized knowledge
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 original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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: Except as amended herein, the Warrant shall remain in full force and effect. This Amendment may be executed in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument. This Amendment may be executed and delivered by facsimile.

assistant: Miscellaneous
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 720 (1985); Hudson v. Palmer, 468 U.S. 517, 104 S.Ct. 3194, 82 L.Ed.2d 393 (1984). The cases in this latter category reflect the permissible exceptions to the Fourth Amendment requirements that the Supreme Court has recognized, those being “special” interests or needs searches, undertaken to further some important and legitimate societal interest, other than the general interest in law enforcement. Reflective of such interests are random prison searches designed to ensure the security of penal institutions, see Hudson, at 529, 104 S.Ct. at 3202, 82 L.Ed.2d at 404-405, random drug and alcohol testing in occupations directly impacting the public safety, ensuring public safety by regulating certain occupations, Von Raab, 489 U.S. at 679, 109 S.Ct. at 1398, 103 L.Ed.2d at 710-711 (<HOLDING>); Skinner, 489 U.S. at 634, 109 S.Ct. at 1422, Options: A. recognizing the compelling interest in highway safety B. holding that bargaining unit employees have some nontrivial privacy interest in nondisclosure of their home addresses under the freedom of information act and concluding that that interest substantially outweighed the virtually nonexistent public interest in disclosure under foia and the privacy act not the nlra C. holding that captain has reasonable expectation of privacy in all areas of his ship D. recognizing limits on an individuals right to privacy and requiring the government to move a compelling interest only if there will be disclosure of protected information E. holding reasonable a us customs regulation requiring urine testing of all employees who applied for a promotion that required the carrying of a gun and involvement with drug interdiction given that the governments compelling interest in safeguarding borders and public safety outweighed diminished privacy expectation

assistant: The best answer is E. holding reasonable a us customs regulation requiring urine testing of all employees who applied for a promotion that required the carrying of a gun and involvement with drug interdiction given that the governments compelling interest in safeguarding borders and public safety outweighed diminished privacy expectation
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: For each earned Performance Unit that becomes vested in accordance with Section 4, a stock certificate representing one share of CDI Stock will be delivered to the Recipient within 60 days after such vesting, or if the Recipient chooses, the shares of CDI Stock may be issued in book entry form. The number of shares of CDI Stock payable to the Recipient shall be decreased in accordance with Section 8 below regarding tax withholding.

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: Any work prepared for the Company during the course of the Executive’s employment by the Company that is eligible for copyright, patent and/or trademark protection under the laws of the United States or any other country and any proprietary know-how developed by Executive while rendering services for the Company will vest in the Company. Executive hereby grants, transfers and assigns all right, title and interest in such work and all copyrights, patents and trademarks in such work and all renewals and extensions thereof to the Company, all of which shall be deemed a work for hire for the Company under the U.S. Copyright Act to the fullest extent permitted under the law, and Executive shall provide all assistance reasonably requested by the Company in the establishment, preservation and enforcement of the Company’s copyright, patents and trademarks in such work, such assistance to be provided at the Company’s expense but without any additional compensation to Executive. If the Company cannot, after reasonable effort, secure Executive’s signature on any documents needed to apply for or prosecute any patent, copyright, trademark or other right or protection relating to an invention, whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for and on Executive’s behalf and in Executive’s name and stead for the purpose of executing and filing any such application or applications and taking all other lawfully permitted actions to further the prosecution and issuance of patents, copyrights, trademarks or similar protections thereon, with the same legal force and effect as if executed by Executive. The provisions of this Section 11 shall survive the termination of this Agreement and the Executive’s employment with the Company.

assistant: Intellectual Property
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 may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts of this Amendment, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

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: There are no actions, suits or proceedings at law or in equity, arbitrations, or governmental investigations by or before any Governmental Authority or other agency now pending, filed, or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor or the Property or any portion thereof, which would reasonably be expected to materially adversely affect (a) title to the Property or any portion thereof (excepting the Munster Release Parcel); (b) the validity or enforceability of the Security Instruments (excepting with respect to the Munster Release Parcel); (c) Borrower’s ability to perform under the Loan; (d) Guarantor’s ability to perform under the Guaranty; (e) the use, operation or value of the Property or any portion thereof; (f) the principal benefit of the security intended to be provided by the Loan Documents; (g) the current ability of the Property to generate Net Cash Flow sufficient to service the Loan; or (h) the current principal use of the Property or any portion thereof. Lender acknowledges the existence of the pending condemnation action with respect to the Munster Release Parcel, and Borrower acknowledges that such condemnation action does not affect its representations made in items (a)-(h) above.

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: Read the case excerpt and choose the best holding from the options. Case excerpt: agree. However, because I find that breach of an insurance contract does not create per se liability for the tort of bad faith, I must respectfully dissent from that part of the majority opinion addressing Café Arizona’s bad faith claim. ¶23 This court has long recognized that breach of an insurance contract and the tort of bad faith are separate claims that are analyzed independently. Breach of an insurance contract is neither necessary, Coventry Associates v. American States Insurance Co., 136 Wn.2d 269, 279, 961 P.2d 933 (1998), nor sufficient, Greer v. Northwestern National Insurance Co., 109 Wn.2d 191, 201-02, 205, 743 P.2d 1244 (1987), to establish the tort of bad faith. See also Transcon. Ins. Co. v. Wash. Pub. Utils. Dists.’ Util. Sys., 111 Wn.2d 452, 470, 760 P.2d 337 (1988) (<HOLDING>). ¶24 The majority ably sets forth the standard Options: A. holding that regardless of insurers good faith denial of coverage plaintiff is entitled to recover interest to put it in position it would have been in if coverage had not been denied B. holding that a denial of coverage based on a reasonable interpretation of the policy is not bad faith even if incorrect C. holding insurer not liable for bad faith when it denied insureds claim based on a good faith dispute regarding the interpretation of a rule D. holding that improper motive is element of bad faith E. holding that a bad faith claim is a tort

assistant: The best answer is B. holding that a denial of coverage based on a reasonable interpretation of the policy is not bad faith even if incorrect
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure to exercise and no delay in exercising on the part of the Noteholder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Founders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.

assistant: Assignments