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 embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including the Commitment Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claims and sought certification of a plaintiff class. Simic’s main theory is that the ordinance somehow violates the United States Constitution because it exceeds the powers the State of Illinois has granted to the City of Chicago. Illinois prevents municipalities from creating ordinances regarding certain traffic offenses, such as those offenses in the Illinois Vehicle Code. See 65 ILCS 5/1-2.1-2. The Illinois Vehicle Code contains a prohibition on cell phone use while driving. 625 ILCS 5/12-610.2 (prohibiting a person from operating “a motor vehicle on a roadway while using an electronic communication device”). Simic argues that Chicago’s cell phone ordinance is preempted by the Illinois statute. See Catom Trucking, Inc. v. Chicago, 351 Ill.Dec. 797, 952 N.E.2d 170, 175-76 (2011) (<HOLDING>). The Illinois statute on cell phone use while Options: A. holding that violation of city ordinance does not constitute negligence per se B. holding city could not enforce through administrative adjudication a city ordinance limiting vehicle weight C. holding that city attorneys promise in an oral settlement agreement for city to annex and rezone land was within the legal authority of the city of joliet to accomplish and were not absolutely void acts per se therefore city could be estopped from avoiding enforcement of contract D. holding city ordinance preempted by state law because ordinance prohibited act specifically allowed under state law E. holding a city liable for personal injuries caused by a driver colliding with a girder in the center of a city street where the city did not give a warning

assistant: The best answer is B. holding city could not enforce through administrative adjudication a city ordinance limiting vehicle weight
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: out-of-country usage may lead to significantly higher costs than regular usage , and you are solely responsible for keeping yourself informed and paying for possible roaming and other applicable charges levied by your mobile network operator .

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 case excerpt and choose the best holding from the options. Case excerpt: S.Ct. 2305, 90 L.Ed.2d 881 (1986). Tribal sovereign immunity “is subject to the superior and plenary control of Congress,” Santa Clara Pueblo v. Martinez, 436 U.S. 49, 58, 98 S.Ct. 1670, 56 L.Ed.2d 106 (1978), but the Court of Appeals has ruled that, as relevant to this suit, Congress did not impair the Nation’s immunity. Vann II, 534 F.3d at 749. Of course, like all sovereigns, the Nation is free to assert or to waive its immunity as it sees fit, see Okla. Tax Comm’n v. Citizen Band Potawatomi Indian Tribe, 498 U.S. 505, 509, 111 S.Ct. 905, 112 L.Ed.2d 1112 (1991), and “[i]t is settled law that a waiver of sovereign immunity in one forum does not effect a waiver in other forums.” West v. Gibson, 527 U.S. 212, 226, 119 , 137 Cal.App.4th 175, 39 Cal.Rptr.3d 875, 883 (Cal.Ct.App.2006) (<HOLDING>) (citation omitted) (quoting Am. Indian Agric. Options: A. holding that an official of an indian tribe should be stripped of his authority and corresponding immunity to act on behalf of his tribe whenever he exercises a power his tribe was powerless to convey to him B. holding that waiver in a sue and be sued clause is limited to actions involving the corporate activities of the tribe and does not extend to actions of the tribe in its capacity as a political governing body C. holding that an indian tribe is subject to suit only where congress has authorized the suit or the tribe has waived its immunity D. holding that because a waiver of immunity is altogether voluntary on the part of the tribe and thus the tribe may prescribe the terms and conditions on which it consents to be sued and the manner in which the suit shall be conducted the issue must be determined in the forum that the tribe has chosen for determination of the viability of claims against it to wit arbitration E. holding that as a matter of federal law an indian tribe is subject to suit only where congress has authorized the suit or the tribe has waived its immunity

assistant: The best answer is D. holding that because a waiver of immunity is altogether voluntary on the part of the tribe and thus the tribe may prescribe the terms and conditions on which it consents to be sued and the manner in which the suit shall be conducted the issue must be determined in the forum that the tribe has chosen for determination of the viability of claims against it to wit arbitration
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except where such matters are deemed governed by ERISA and are the subject to Section 13 above, the parties agree to submit any dispute arising under this Agreement to final, binding, private arbitration in Portland, Oregon. The disputes subject to arbitration include not only disputes involving the meaning or performance of the Agreement, but disputes about its negotiation, drafting, or execution. The dispute will be determined by a single arbitrator and governed by then-existing rules of arbitration procedure in Multnomah County Circuit Court except as set forth herein. Instead of filing of a civil complaint in Multnomah County Circuit Court, a party will commence the arbitration process by noticing the other party. The parties will choose an arbitrator who specializes in employment conflicts from the arbitration list for Multnomah County Circuit Court. If the parties are unable to agree on an arbitrator within ten (10) days of receipt of the list of arbitrators, each party will select one attorney from the list, and those two attorneys shall select the arbitrator from the list (with each of the two selecting attorneys then concluding their services and each being compensated by the party selecting each attorney, subject to recovery of such fees under Section 19.2). The arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in the Multnomah County Circuit Court arbitration procedures. The arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any request for attorneys’ fees, costs and expenses in accordance with Section 19.2. There shall be no right of review in court. The arbitrator’s award may be reduced to final judgment or decree in Multnomah County Circuit Court.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the course of Employee’s employment with the Company and the performance of Employee’s duties on behalf of the Company Group hereunder, Employee has been provided and will continue to be provided with, and have access to, Confidential Information (as defined below). In consideration of Employee’s receipt and access to such Confidential Information, and as a condition of Employee’s employment, Employee shall comply with this Section 9 .

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: for a debt- or’s refusal to obey them. See § 1325(a); § 1307(c) (providing that the trustee or a party in interest may seek to dismiss a Chapter 13 case or convert it to Chapter 7 “for cause, including ... material default by the debtor with respect to a term of a confirmed plan”); see also In re Talbot, 124 F.3d 1201, 1209 (10th Cir.1997) (“Upon becoming final, the order confirming a chapter 13 plan represents a binding determination of the rights and liabilities of the parties as ordained by the plan.”). Thus, interpreting the relevant statutory language according to its plain meaning, we easily conclude that the confirmation order in this case qualifies as a “lawful order of the court” for purposes of § 727(a)(6)(A). See also In re Foster, 335 B.R. 709, 716 (Bankr.W.D.Mo.2006) (<HOLDING>). The Standiferds contend that this natural Options: A. holding that representation as to financial solvency of partnership was statement of financial condition because it reflected overall economic condition of partnership B. holding that the agency did not have an obligation to search for and produce the documents the plaintiff claimed entitlement to because the plaintiffs foia request gave no indication that she sought those particular documents C. holding that 727a6a clearly includes orders requiring the debtor to produce documents relating to his or her financial condition D. holding that evidence of a defendants financial condition is a prerequisite to an award of punitive damages E. holding that scope of discovery in tread separation case should include documents relating generally to the tread separation defect or problem because otherwise the defendant would not produce documents probative on the issues of notice defectiveness and dangerousness

assistant: The best answer is C. holding that 727a6a clearly includes orders requiring the debtor to produce documents relating to his or her financial condition
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: F.Supp.2d 121, 127 (D.Mass.2003) (“The fact that the Plan itself no longer exists does not bar recovery.”); Jackson v. Truck Drivers’ Union Local 42 Health and Welfare Fund, 933 F.Supp. 1124, 1136 (D.Mass.1996) (same); Gruber v. Hubbard, 675 F.Supp. 281, 284 (W.D.Pa.1987) (“To deny plaintiffs relief [on the basis of an argument that the plan no longer existed] would reward defendants for the thoroughness of their alleged mismanagement ... In the absence of a functioning plan, it is the class of beneficiaries and their rights under this plan which represent the interests of the plan for the purposes of [§ 1109].”). In light of these authorities, this Court finds as a matter of law that the dissolution of the Plan — -whether it occurred before or after the filing of this action— ca 995) (<HOLDING>); Milofsky v. Am. Airlines, Inc., 442 F.3d 311, Options: A. recognizing that plan participants should be able to access information about the plan administrators fiduciary duties from the plan administrators counsel B. holding that where plaintiffs alleged that the plan suffered significant losses and requested that fiduciaries make good to the plan the losses to the plan they need not seek to recover for all plan participants allegedly injured by the fiduciary breach C. holding that plan participants in a defined benefit pension plan have no claim to the plans surplus assets D. holding that a subclass of plan participants could sue where the remedy sought by plaintiffs would benefit the plan as a whole and cure any harm that the plan suffered E. holding that plan participants cannot establish standing to seek money damages where the plan has substantial surplus assets or the plan sponsor is financially capable of making up any losses suffered by the plan citing harley 284 f3d at 906

assistant: The best answer is D. holding that a subclass of plan participants could sue where the remedy sought by plaintiffs would benefit the plan as a whole and cure any harm that the plan suffered
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the fraud which gives rise to the predicate offense.” Blount Fin. Servs., Inc. v. Walter E. Heller & Co., 819 F.2d 151, 152 (6th Cir.1987). Under Rule 9(b), “[i]n alleging fraud or mistake a party must state with particularity the circumstances constituting fraud or mistake.” Fed.R.Civ.P. 9(b). To satisfy the rule, a party must “ ‘allege the time, place, and content of the alleged misrepresentation on which he or she relied; the fraudulent scheme; the fraudulent intent of [the other party]; and the injury resulting from the fraud.’ ” Coffey v. Foamex L.P., 2 F.3d 157, 161-62 (6th Cir.1993) (quoting Ballan v. Upjohn Co., 814 F.Supp. 1375, 1385 (W.D.Mich.1992)); see also Vild v. Visconsi, 956 F.2d 560, 567 (6th Cir.1992); Bender v. Southland Corp., 749 F.2d 1205, 1216 (6th Cir.1984) (<HOLDING>). Moreover, RICO defines an “enterprise” as Options: A. holding that pleading fraud with particularity in this circuit requires time place and contents of the false representations as well as the identity of the person making the misrepresentation and what that person obtained thereby B. holding that if the alleged misrepresentations are material a plaintiff is entitled to recovery whether or not the misrepresentations caused the alleged damage C. holding that a rico plaintiff must allege at a minimum the time place and content of the alleged misrepresentations on which he or she relied the fraudulent scheme the fraudulent intent of the defendants and the injury resulting from the fraud D. holding that each element required under the act must be included in the written notice and each element must be sufficiently clear and accurate E. holding that as to each predicate act the plaintiff must allege the time place and contents of the misrepresentations

assistant: The best answer is E. holding that as to each predicate act the plaintiff must allege the time place and contents of the misrepresentations
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 with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

assistant: Disclosures
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 and all sales and transfer Taxes imposed as a result of the sale and transfer of the Assets contemplated hereby, shall be timely paid by the Buyer; however, the Seller shall be responsible for remitting fifty thousand dollars ($50,000) of such sales and transfer Taxes imposed as a result of the sale and transfer of the Assets, and upon the Buyer's request, the Seller shall promptly provide to the Buyer written verification of the timely payment of such Taxes.

assistant: Sales
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: 210 (1998). A. Jurisdiction At oral argument the Government asserted that, because the State Department had not finished reviewing the plaintiffs’ document request pursuant to its Touhy regulations before the plaintiffs filed their motion to compel compliance with the subpoena, the Department had not as of then taken any final action subject to judicial review. Despite the Government’s tardiness in presenting this objection, we must consider it because, under the Administrative Procedure Act, 5 U.S.C. § 704, without final agency action we do not have jurisdiction to proceed. The objection need not long detain us, however. An agency’s denial of a request is final agency action for the purpose of § 704. See, e.g., Envtl. Def. Fund v. Reilly, 909 F.2d 1497, 1504 n. 97 (D.C.Cir.1990) (<HOLDING>). Indeed, the Fourth Circuit has held Options: A. holding agencys denial of petition for rulemaking final per 704 B. holding that noncriminal aliens could seek review of the agencys orders through either a petition for review or a 2241 petition C. holding that a denial of a claim of qualified immunity is an appealable final decision D. holding that denial of access per se is noncompensable E. holding that california supreme courts denial of habeas petition becomes final thirty days after filing

assistant: The best answer is A. holding agencys denial of petition for rulemaking final per 704
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 amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by the Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Administrator, the Majority Purchaser Agents and the LC Bank and, in the case of an amendment, by the other parties thereto; provided , however , that no such amendment or waiver shall, (a) without the consent of each affected Purchaser, (i) extend the date of any payment or deposit of Collections by the Seller or the Servicer or decrease the outstanding amount of or rate of Discount or extend the repayment of or any scheduled payment date for the payment of any Discount in respect of any Portion of Capital or any fees owed to a Purchaser; (ii) reduce any fees payable pursuant to the applicable Fee Letter, (iii) forgive or waive or otherwise excuse any repayment of Capital or change either the amount of Capital of any Purchaser or any Purchaser’s pro rata share of the Purchased Interest; (iv) amend or modify the Pro Rata Share of any LC Participant; (v) increase the Commitment of any Purchaser; (vi) amend or modify the provisions of this Section 6.1 or the definition of “Capital”, “Eligible Foreign Obligor”, “Eligible Receivables”, “Facility Termination Date” (other than pursuant to an extension thereof in accordance with Section 1.13 hereof), “Level I Minimum Liquidity Period”, “Level II Minimum Liquidity Period”, “Majority Purchaser Agents”, “Net Receivables Pool Balance”, “Purchased Interest”, “Termination Day” or “Total Reserves”, (vii) release all or substantially all of the Pool Assets from the security interest granted by the Seller to the Administrator hereunder or (viii) amend or modify any defined term (or any term used directly or indirectly in such defined term) used in clauses (i) through (vi) above in a manner that would circumvent the intention of the restrictions set forth in such clauses and (b) without the consent of the Majority Purchaser Agents amend, waive or modify any provision expressly requiring the consent of the Majority Purchaser Agents. Each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure on the part of any Purchaser Agent, any Purchaser or the Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered,(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

assistant: Transactions With Affiliates
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 business and operations of Steampunk have been and are being conducted materially in accordance with all applicable Laws and Orders. Steampunk has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting Steampunk and, to the Knowledge of Steampunk, no proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. To the Knowledge of Steampunk, it has complied with all federal and state securities laws in connection with the offer, sale and distribution of its securities. At the time that Steampunk sold the Shares to the Sellers, Steampunk was entitled to use the exemptions provided by the Securities Act of 1933 (the “ Securities Act ”) relative to the sale of its shares.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver by the Executive or the Company at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.

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 legal provision and list the applicable contract clause categories. Provision: Each Company maintains with financially sound and reputable insurers insurance with coverage (including, if applicable, insurance required by the National Flood Insurance Reform Act of 1994) and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies.

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: necessary to the success of a Sixth Amendment claim like [Palaciosjs, a good Fourth Amendment claim alone will not earn a prisoner habeas relief. Only those habeas petitions who can prove under Strickland that they have been denied a fair trial by the gross incompetence of their attorneys will be granted the writ and will be entitled to retrial without the challenged evidence, id. at 382, 106 S.Ct. 2574. “[I]n light of Strickland ..., a Sixth Amendment ineffective assistance of counsel claim necessarily invokes federal law that has been ‘clearly established’ by the Supreme Court within the meaning of AEDPA.” Mosby v. Senkowski, 470 F.3d 515, 518-19 (2d Cir.2006) (internal quotation marks omitted); see also Williams v. Taylor, 529 U.S. 362, 390-91, 120 S.Ct. 1495, 146 L.Ed.2d 389 (2000) (<HOLDING>). Strickland requires that a “criminal Options: A. holding petitioner has the burden of proof under the strickland test B. holding that clearly established federal law as determined by the supreme court under aedpa is the law at the time of the statecourt adjudication on the merits not at the time the conviction becomes final C. holding that old rules under teague constitute clearly established federal law under aedpa D. holding that second element of qualified immunity test is whether the law violated was clearly established E. recognizing the test set forth in strickland as clearly established law for aedpa purposes

assistant: The best answer is E. recognizing the test set forth in strickland as clearly established law for aedpa purposes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Award Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Award Agreement may not be enforced in or by such courts. THE PARTIES HERETO AGREE TO WAIVE TRIAL BY JURY.

assistant: Venues
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 the event that the Company determines that any amounts payable hereunder will be taxable to Executive under Section 409A prior to payment to Executive, then the Company may (%4) adopt amendments to this Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided hereunder and/or (%4) take such other actions as the Company determines necessary or appropriate to avoid the imposition of tax under Section 409A.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 4.15 sets forth, as of the Closing Date, the name and jurisdiction of incorporation of each subsidiary and, as to each such subsidiary of the Borrower, (i) the percentage of each class of Capital Stock owned by any Loan Party and (ii) whether such subsidiary is an Immaterial Subsidiary, Excluded Foreign Subsidiary or an Unrestricted Subsidiary.

assistant: Subsidiaries
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: ing party, if it arises out of the transaction or occurrence that is the subject matter of the opposing party's claim and does not require for its adjudication the presence of third parties of whom the court cannot acquire jurisdiction. "Failure to assert a compulsory counterclaim before the related claim proceeds to judgment results in the barring of the counterclaim.” James E. McFadden, Inc. v. Bechtel Power Corp., No. 85-6945, 1986 WL 4195 at *3 (E.D.Pa. April 3, 1986). Because Equitable’s counterclaim for fraud in the inducement arises out of the transaction or occurrence that is the subject of Krisa’s claim, Equitable’s counterclaim for fraud in the inducement would be waived if not asserted in this action. See National Equip. Rental, Ltd. v. Fowler, 287 F.2d 43, 45 (2d Cir.1961) (<HOLDING>). 4 . Equitable correctly observes at page 8 of Options: A. holding that the trial court should have dismissed the employees breach of contract claim B. holding that lessees fraud in the inducement claim should have been pleaded as a compulsory counterclaim where lessors original claim was for breach of the lease C. holding that the language of the arbitration clause any controversy or claim arising out of was broad enough to encompass the plaintiffs claim alleging fraud in the inducement of the contract D. holding that a breach of settlement claim should have been brought in the court of federal claims pursuant to the tucker act E. holding that breach of contract claim related back to misrepresentation claim because operative facts upon which the breach of contract claim was based were contained in the misrepresentation counts of the original complaint

assistant: The best answer is B. holding that lessees fraud in the inducement claim should have been pleaded as a compulsory counterclaim where lessors original claim was for breach of the lease
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 such Investor of this Agreement has been duly authorized and has been duly executed and when delivered will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

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: potential loss instead of reasonably foreseeable loss — this Court should remand for resentencing and instruct the district court to make a finding about what loss, if any, [she] could reasonably have foreseen.” Id. We conclude, however, that Crowe’s arguments are contrary to the clear language of U.S.S.G. § 2B1.1 and its accompanying commentary. Section 2Bl.l(b)(l) states that a district court shall enhance a defendant’s base offense level “[i]f the loss exceeded $5,000.” Depending upon the specific amount of the loss, this enhancement can range from 2 to 30 levels. U.S.S.G. § 2Bl.l(b)(l)(A)-(P). Application Note 3 to § 2B1.1 fleshes out how the district court is to calculate “loss.” See generally, Stinson v. United States, 508 U.S. 36, 38, 113 S.Ct. 1913, 123 L.Ed.2d 598 (1993) (<HOLDING>). To begin with, Application Note 3 provides Options: A. holding that where the commentary to a guideline is at odds with another provision of the guidelines the guideline prevails B. holding that guidelines commentary is generally authoritative C. recognizing the guidelines commentary is authoritative D. holding that commentary in the guidelines manual that interprets or explains a guideline is authoritative unless it violates the constitution or a federal statute or is inconsistent with or a plainly erroneous reading of that guideline E. holding that sentencing guidelines commentary must be given controlling weight unless it violates the constitution or a federal statute or is plainly inconsistent with the guidelines itself

assistant: The best answer is D. holding that commentary in the guidelines manual that interprets or explains a guideline is authoritative unless it violates the constitution or a federal statute or is inconsistent with or a plainly erroneous reading of that guideline
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: Termination or expiration of this Agreement for any reason shall not release a Party from any liability or obligation that already has accrued prior to such expiration or termination, nor affect the survival of any provision hereto to the extent it is expressly stated to survive such termination. The following provisions shall survive any expiration or termination of this Agreement for a period of time specified therein, or if not specified, then they shall survive indefinitely: Articles [*] and Sections [*]. For clarity, the [*] period noted in Section 7.1 shall commence on the effective date of expiration or termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Officer acknowledges that by her free and voluntary act of signing below, the Officer agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Officer acknowledges that she has been advised to consult with an attorney prior to executing this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: relevant employees into clients of general counsel. The absurdity of this position is demonstrated by observing that by application of such a rule, following the shooting, Allen would have been Appellant’s counsel insofar as, during his escape to Missouri following the homicide, he was still an employee of the school system. The converse of the rights of the defense and the prosecution to interview witnesses unimpeded by third parties, is the opposing right of witnesses to refuse to be interviewed by either the defense or the prosecution. Commonwealth v. Peters, 353 S.W.3d 592, 598 (Ky.2011) (RCr 7.24 and RCr 8.03 do not authorize the trial court to compel a witness’s attendance for discovery); Radford, 212 S.W.3d at 82; see also United States v. Scott, 518 F.2d 261, 268 (6th Cir.1975) (<HOLDING>). Because a witness has this right, it Options: A. recognizing that any witness has the right to refuse to be interviewed if he so desires and is not under or subject to legal process B. holding that the commissioner has an obligation to refuse to grant a patent if he believes that doing so would be contrary to law C. recognizing that where witness has no constitutional or statutory right to refuse to testify jurors are entitled to draw negative inference from witness refusal to testify D. holding that a suspect must be warned prior to any questioning that he has the right to remain silent that anything he says can be used against him in a court of law that he has the right to the presence of an attorney and that if he cannot afford an attorney one will be appointed for him prior to any questioning if he so desires E. holding that an individual can waive any process to which he or she has a right

assistant: The best answer is A. recognizing that any witness has the right to refuse to be interviewed if he so desires and is not under or subject to legal process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests and other communications provided for herein (including without limitation any modifications of, or waivers, requests or consents under, this Guaranty) shall be given or made in writing (including without limitation by electronic transmission) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages of the Repurchase Agreement; or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such communications shall be deemed to have been duly given when transmitted electronically or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Article 22 and the Work Letter, Tenant may include a fitness or gym facilities (a “ ”) in the Premises. The location of the Fitness Facility within the Premises shall be determined by Tenant subject to Landlord’s reasonable approval and any limitations set forth under Applicable Laws and the permits and approvals obtained by Tenant for the Fitness Facility. The Fitness Facility shall be available for use solely by Tenant’s employees and guests, and in no event shall it be open to the public. Tenant, at Tenant’s expense, shall obtain and maintain all governmental permits and licenses necessary to operate the Fitness Facility and shall comply with all Applicable Laws relating to the maintenance, operation and use thereof and such reasonable rules and regulations as may be promulgated from time to time by Landlord.

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

user: All Confidential Information (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement).

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: All federal, state and other taxes, assessments and other governmental charges upon the Company, any of its Subsidiaries or any of their respective properties which are due and payable or claimed to be due have been paid to federal, state or local taxing authorities (including, without limitation, taxes on properties, franchises, licenses, sales and payrolls), other than any such tax, assessment or charge that is subject to an ongoing bona fide dispute. All charges, accruals and reserves for taxes reflected in the Balance Sheet are adequate to cover the tax liabilities of the Company and its Subsidiaries as of the date(s) thereof. There are no tax liens upon any of the properties of the Company or any of its Subsidiaries. There are no pending tax examinations nor have any tax claims been asserted by any taxing authority against the Company or any of its Subsidiaries, nor is there any basis for any such claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS WARRANT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: exercise of his independent judgment as to whether to initiate charges against Mishler is entitled to the protection of absolute immunity. IV. CONCLUSION The Board Members are entitled to absolute immunity for the acts that they perform which are closely associated with the judicial process. However, absolute immunity does not apply to the act of responding to the Ohio Board’s verification inquiry. If Mishler had alleged only acts that are entitled to absolute immunity, dismissal of his complaint would have been an appropriate course of action. However, as it stands, Mishler’s seven claims are based on all of the alleged actions taken by the Board Members, some of which are protected by absolute immunity and some of which are not. Because a co am’rs, 990 F.2d 1259 (9th Cir. 1993) (<HOLDING>) (unpublished disposition) ("Mishler II ”); Options: A. holding that the verification of mishlers medical license was part of the protected property interest in the license and reversing the district courts dismissal of his complaint B. recognizing absolute immunity for attorneys and board members of the texas medical board C. holding that board members would not be entitled to qualified immunity for their failure to respond to the ohio board inquiry because it was a ministerial act and reversing the district courts dismissal of mishlers complaint D. recognizing absolute immunity for board members and the director of the mississippi state board of nursing E. holding that mishler could amend his complaint because the board had been put on notice that the integrity of its administrative proceedings was at issue and reversing the district courts grant of summary judgment for the board members because no reasonable state official could reasonably believe that malicious deprivation of license verification was lawful

assistant: The best answer is C. holding that board members would not be entitled to qualified immunity for their failure to respond to the ohio board inquiry because it was a ministerial act and reversing the district courts dismissal of mishlers complaint
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: however, in that the defendant contends that the evidence was admitted because of his trial counsel’s conduct. The issue here was not litigated fully on direct appeal. See Humphrey v. Cunningham, Warden, 133 N.H. 727, 733, 584 A.2d 763, 766 (1990). In its order on the instant claim, the trial court characterized trial counsel’s decision to “take full advantage of the court’s pretrial rulings by portraying the defendant in a most favorable light” to be “a calculated risk falling within the limits of reasonable practice.” We agree. Further, the court gave a limiting instruction to the jury, instructing it not to consider the evidence in determining the defendant’s guilt. See Fecteau, 133 N.H. at 874, 587 A.2d at 599; State v. Perron, 122 N.H. 941, 949-50, 454 A.2d 422, 426-27 (1982) (<HOLDING>). We also agree with the trial court’s Options: A. holding that counsel was not ineffective in failing to present mental mitigation that would have opened the door to testimony that the defendant was a sadistic sexual psychopath B. holding that defense counsel opened the door to the states rebuttal remarks when defense counsel raised the issue in his closing argument C. holding that opinion testimony was inadmissible to prove a persons character or character trait when maine rule of evidence 405 permitted only evidence of reputation or specific instances of conduct D. holding that any relevant mitigating evidence concerning a defendants character should not be excluded E. holding counsel was not ineffective for making tactical decision to present character evidence in favor of the defendant which opened the door to states presentation of evidence of defendants bad character especially when limiting instruction mitigated any potential prejudice

assistant: The best answer is E. holding counsel was not ineffective for making tactical decision to present character evidence in favor of the defendant which opened the door to states presentation of evidence of defendants bad character especially when limiting instruction mitigated any potential prejudice