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: All notices required or permitted by this Agreement shall be in writing and may be delivered in person or may be sent by registered or certified mail or U.S. Postal Service Express Mail, with postage prepaid, or by Federal Express or other overnight courier that guarantees next day delivery, or by facsimile transmission, and shall be deemed sufficiently given if served in the manner specified in this Section. The addresses below shall be the particular party’s address for delivery or mailing of notice purposes: If to Health Plan: Molina Healthcare of California‌‌ 200 Oceangate, Suite 100‌‌, Long Beach‌‌, California‌‌, 90802‌‌ Attention: President/CEO If to Provider: Pacific Healthcare IPA Associates, Inc.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and therefore Provimi is not entitled to rely on the alleged misrepresentations as a matter of law. PM Ag contends that Provimi could have discovered the absence of offsetting contracts by merely reading the Agreement and the pig contracts, which were identified in Schedule 3.9 of the Agreement. Indeed, Seventh Circuit precedent holds that a fraud claim will be thwarted when the terms of a written agreement directly contradict alleged oral misrepresentations. See Carr v. CIGNA Securities, Inc., 95 F.3d 544 (7th Cir.1996) (disallowing fraud claim based on oral misrepresentations that investments were safe when the agreements explicitly stated that the investments were highly speculative and risky); Frahm v. Equitable Life Assurance Society, 137 F.3d 955, 961 (7th Cir.1998) (<HOLDING>). In the cases cited by PM Ag, the contracts by Options: A. holding that a payment is under the plan when the debt is provided for in the plan B. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant C. holding that plaintiffs could not satisfy reliance element when health plan summaries explicitly reserved for defendant the right to change the plan D. 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 E. holding that a plan provision stating that the summary plan description and summaries of material modifications are hereby incorporated by reference and constitute a part of the plan acted to incorporate into the plan a limitations provision found only in the summary plan description

assistant: The best answer is C. holding that plaintiffs could not satisfy reliance element when health plan summaries explicitly reserved for defendant the right to change the plan
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: have autonomous control over the conduct of their officers.”). Thus, the district court’s order did not trigger the truncated process of reciprocal discipline under the Rules of Professional Conduct and this Court is without authority to impose reciprocal discipline in this proceeding. Although this Court on two previous occasions has considered the imposition of reciprocal discipline arising out of discipline imposed by a federal trial court, in neither case did we address the issue of whether a federal district court constituted “another jurisdiction” within the meaning of Rule 9.4. See In the Matter of Joyce Marie Griggs, 277 Ga. 663 (593 SE2d 328) (2004) (imposing reciprocal discipline); In Re Levi Breedlove, Case No. S07Y0270, State Disciplinary Board Docket No. 4935 (2006) (<HOLDING>). Having now considered the meaning of the term Options: A. holding that misrepresentations in documents filed in state court in no way constituted a basis for imposing federal rule 11 sanctions B. holding that an attorneys typewritten name on a pleading is not a signature for purposes of rule 11 and therefore does not subject him to sanctions C. holding federal rule 11 contempt sanctions do not fall within ambit of state disciplinary rules and are not subject to reciprocal discipline D. holding that rule 11 sanctions are dispositive and thus subject to de novo review E. holding that a motion for rule 11 sanctions is dispositive

assistant: The best answer is C. holding federal rule 11 contempt sanctions do not fall within ambit of state disciplinary rules and are not subject to reciprocal discipline
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 FIFRA. Comeaux, 81 F.3d at 43; accord Moss, 985 F.2d at 740 n. 3; Chem. Specialties Mfrs. Ass’n, Inc. v. Allenby, 958 F.2d 941, 945 (9th Cir.1992). Indeed, both refer only to the labeling of products. Compare 15 U.S.C. § 1261 note (b)(1)(A) (FHSA), unth 7 U.S.C. § 136v(b) (FIFRA). Given that the two preemption provisions are thus essentially the same, there is no reason to believe that the Supreme Court’s analysis in Bates does not equally apply to the labeling preemption provision of the FHSA. In light of the plain language of that provision, and the traditional presumption against preemption, the Court therefore concludes that Plaintiffs remaining claims are not expressly preempted by the FHSA. Accord Gougler v. Sirius Prods., Inc., 370 F.Supp.2d 1185, 1194-1199 (S.D.Ala.2005) (<HOLDING>). b. Implied preemption under the FHSA The Options: A. holding that in light of bates the fhsa does not expressly preempt a design defect claim B. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion C. holding flsa did not preempt state law fraud claim D. holding that complaint alleging design defect likely to cause damage failed to state a claim E. holding that the labeling act did not preempt design defect claim against cigarette manufacturer

assistant: The best answer is A. holding that in light of bates the fhsa does not expressly preempt a design defect claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1986, writ ref’d n.r.e.); City of Houston v. Morgan Guar. Int’l Bank, 666 S.W.2d 524, 532-33 (Tex.App.—Houston [1st Dist] 1983, writ ref'd n.r.e.), cert. denied, 469 U.S. 1213, 105 S.Ct. 1185, 84 L.Ed.2d 332 (1985). 7 . The rule was originally promulgated by the State Property Tax Board. Effective November 26, 1991, the duties and responsibilities of the board were transferred to the comptroller of public accounts. Comptroller of Public Accounts, 17 Tex.Reg. 6481-82 (1992). All forms, rules and proceedings adopted by the board remain in effect as if adopted by the comptroller until amended, repealed, withdrawn, or superseded. Act of August 25, 1991, 72nd Leg., 2nd C.S., ch. 6, § 67(c), 1991 Tex.Gen.Laws 26, 41. 8 . See Markowsky v. Newman, 134 Tex. 440, 136 S.W.2d 808, 811-14 (1940) (<HOLDING>); Moody v. City of Galveston, 21 Tex.Civ.App. Options: A. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city B. holding that city electors who rendered property to city assessor after time fixed by statute were qualified to vote at city election on issuance of bonds for construction of an electric light and power system 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 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 E. holding city could not enforce through administrative adjudication a city ordinance limiting vehicle weight

assistant: The best answer is B. holding that city electors who rendered property to city assessor after time fixed by statute were qualified to vote at city election on issuance of bonds for construction of an electric light and power system
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: an exchange did not occur within the meaning of Section 30-36-4. We thus hold that a worthless check is given for something of value if the worthless check is issued as part of a contemporaneous transaction between the parties in which something of value is exchanged for the check, without regard to whether the thing of value is delivered before or after the worthless check is issued. We read Davis as limited to its facts, meaning situations in which something of value has previously been delivered to a person in reliance on that person’s credit, and the check is later tendered as partial payment on the credit account. We note that our interpretation is consistent with other jurisdictions’ interpretations of similar statutes. See Ledford v. State, 184 Ga.App. 556, 362 S.E.2d 133 (1987) (<HOLDING>); Gilley v. State, 182 Ga.App. 681, 356 S.E.2d Options: A. holding that delivery of possession of vehicle without delivery of certificate of title did not transfer ownership even though full payment had been received B. holding that direct reliance was not shown where plaintiffs relied on third partys actions which were in turn undertaken in reliance on alleged misrepresentation by defendant C. holding that a statement of conditional sale of goods can be filed with the state auditor before the delivery of goods where statute says the statement must be filed within ten days of delivery of goods D. holding that delivery of citation is proper when delivered to a party capable of receiving it E. holding that transaction was contemporaneous where something of value was given in reliance on delivery of check even though check was delivered one day after goods were received

assistant: The best answer is E. holding that transaction was contemporaneous where something of value was given in reliance on delivery of check even though check was delivered one day after goods were received
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the face of a justifiable request for delay’ violates the right to the assistance of counsel.” Morris, 461 U.S. at 11, 103 S.Ct. 1610 (quoting Ungar v. Sarafite, 376 U.S. 575, 589, 84 S.Ct. 841, 11 L.Ed.2d 921 (1964)); see also United States v. Scopo, 861 F.2d 339, 342-44 (2nd Cir.1988) (finding no abuse of discretion and no Sixth Amendment violation in denying a motion to continue). When counsel seeks a continuance because of a scheduling conflict, the court cannot arbitrarily deny the motion when the effect is to deny the defendant’s limited right to counsel of choice. See Morris, 461 U.S. at 11, 103 S.Ct. 1610; see also Rasmussen, 881 F.2d at 401 & 402 (citing Morris, 461 U.S. at 11-12, 103 S.Ct. 1610 and Ungar, 376 U.S. at 589, 84 S.Ct. 841); Hughey, 147 F.3d at 426-33 (<HOLDING>); Neal v. State of Texas, 870 F.2d 312, 316 Options: A. holding that a motion to continue a hearing on a postjudgment motion was ineffective to extend the period for the trial court to rule on the motion absent the express consent of the parties B. holding that the district courts denial of a motion to continue based on defense counsels scheduling conflict was not arbitrary C. holding that appeal from denial of rule 60b motion raised for review only the district courts order of denial and not the underlying judgment itself D. recognizing the conflict E. holding that the district courts denial of motion to continue even though it required counsel to withdraw due to a scheduling conflict protected the adversarial process and the defendants substantial rights

assistant: The best answer is B. holding that the district courts denial of a motion to continue based on defense counsels scheduling conflict was not arbitrary
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 or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege.

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: Schedule 5.01(s) to the Disclosure Letter correctly sets forth the ownership interest of each Subsidiary of the Borrower as of the Closing Date. As of the Closing Date, the capitalization of the Borrower’s Subsidiaries consists of the number of Equity Interests, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 5.01(s) to the Disclosure Letter . All outstanding Equity Interests of the Borrower’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, in the case of Equity Interests issued by a corporation, or duly issued and outstanding, in the case of Equity Interests issued by any other entity, and not subject to any preemptive or similar rights, except as described on Schedule 5.01(s) to the Disclosure Letter . As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Subsidiary of the Borrower, except as described on Schedule 5.01(s) to the Disclosure Letter. All outstanding shares of the Borrower’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable.

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: based on a state ground independent from federal law, made apparent by Villa’s detailed reasoning and its numerous citations to California statutes and cases. Villa’s conclusion that state habeas relief is only available to those in custody stemmed from its interpretation of California Penal Code section 1473. Such an interpretation of a state statute constitutes an independent state ground, unrelated to federal law. Although Villa cites to a federal case, Maleng v. Cook, 490 U.S. 488, 109 S.Ct. 1923, 104 L.Ed.2d 540 (1989), the discussion there was to provide examples of collateral consequences of a criminal conviction, similar to Villa’s deportation, which do not constitute “custody” for the purpose of California state habeas. 45 Cal.4th at 1070-71, 90 Cal.Rptr.3d 344, 202 P.3d 427 (<HOLDING>). Although Villa also cites Maleng for the Options: A. holding that collateral consequences such as the loss of the license to practice medicine sex offender registration inability to vote or inability to serve on a jury do not constitute constructive custody B. holding that an individual who is required to register as a sex offender is not in custody C. holding expired domestic violence restraining order not moot because of collateral legal consequences such as consideration in custody determination and nonlegal collateral consequences such as reputational harm D. holding evidence was legally insufficient to support conviction for violation of sex offender registration requirement E. holding that sex offender registration and notification do not constitute punishment

assistant: The best answer is A. holding that collateral consequences such as the loss of the license to practice medicine sex offender registration inability to vote or inability to serve on a jury do not constitute constructive custody
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: traffic in Vicky’s images and those attributable to her original physical abuse; or impose restitution in an amount similar to the restitution imposed in other cases-involving images of Vicky. He also argues the district court increased the restitution award by $1,734 as retribution for his success in Benoit I. Generally, “[w]e review the factual findings underlying a restitution order for clear error and the amount of restitution imposed for abuse of discretion.” United States v. Bowling, 619 F.3d 1175, 1187 (10th Cir.2010). But Benoit did not make these arguments below, and he makes no effort on appeal to establish reversal is warranted under our plain-error review. Thus, we decline to reach these claims. See Campbell v. City of Spencer, 111 F.3d 1073, 1079-80 (10th Cir.2014) (<HOLDING>). Conclusion The judgment of the district court Options: A. holding that the plaintiff waived his right to argue an issue on appeal by failing to object below thereby denying the trial court the opportunity to correct its mistakes B. holding that appellant abandoned argument by failing to argue it in body of brief C. holding that issues raised for the first time on appeal are reviewed for plain error D. holding appellant waives argument not raised below by failing to argue for plain error and its application on appeal E. holding that even when the issue is constitutional in nature an argument is not preserved on appeal unless the appellant raised and made the argument at trial and obtained a ruling on it nor will a particular theory be addressed on appeal if it was not presented below

assistant: The best answer is D. holding appellant waives argument not raised below by failing to argue for plain error and its application on appeal
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 proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to $5,000,000 of shares (the “ Shares ”) of the Company’s common stock, $0.01 par value (“ Common Stock ”), from time to time during the term of this Agreement and on the terms set forth herein; provided , however , that in no event shall the Company issue or sell through the Manager such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement, pursuant to which the offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, General Instruction I.B.6 of Registration Statement on Form S-3 (the lesser of (a), (b) and (c), the “ Maximum Amount ”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Manager shall have no obligation in connection with such compliance.

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: and (2) “where the complainant has been induced or tricked by his adversary’s misconduct into allowing the filing deadline to pass.” Irwin, 498 U.S. at 96, 111 S.Ct. 453; see also Bailey, 160 F.3d at 1364. A careful study of Supreme Court precedent, as well as that of the regional circuits, however, reveals that equitable tolling is available in a variety of circumstances, including when a party has been mentally incapacitated. The Supreme Court has yet to address whether mental illness can justify equitable tolling. In Irwin, an employment discrimination case, petitioner claimed that the 30-day period prescribed in 42 U.S.C. § 2000e-16(c) should be tolled because his attorney was out of the country and did not, therefore, personally receive the relevant n 1177, 1180 (6th Cir.1995) (<HOLDING>); Miller v. Runyon, 77 F.3d 189, 191 (7th Options: A. recognizing attorneys mental illness as grounds for relief under rule 60b6 B. holding that attorneys mental illness may justify equitable tolling C. holding that 29 cfr 1614105a1 is subject to equitable tolling based on mental illness D. holding that where client was abandoned by attorney due to attorneys mental illness equitable tolling may be appropriate E. holding that mental incapacity is an extraordinary circumstance that may warrant equitable tolling

assistant: The best answer is B. holding that attorneys mental illness may justify equitable tolling
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company except for increases in the Base Salary, other compensation and benefits provided for in Section 3 . No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH LEGAL PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 14.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS PLEDGE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Option shall be governed by and construed in accordance with the federal laws of the United States and the laws of the State of Delaware (without regard to any provision that would result in the application of the laws of any other state or jurisdiction).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: credit insurance coverage ... and then rejecting insurance claims”). e. California Express Warranty Claim To prevail on a breach of express warranty claim under California law, plaintiffs must prove “(1) the seller’s statements constitute an affirmation of fact or promise ...; (2) the statement was part of the basis of the bargain; and (3) the warranty was breached.” Weinstat v. Dentsply Int’l, Inc., 180 Cal.App.4th 1213, 103 Cal.Rptr.3d 614, 626 (2010) (internal quotation marks omitted). However, plaintiffs “need not establish reliance as an element of [an] express warranty claim, and thus, need not establish reliance on a elasswide basis.” Karim v. Hewlett-Packard Co., 2014 WL 555934, at *6 (N.D.Cal. Feb. 10, 2014); see also Weinstat v. Dentsply Int’l, Inc., 103 Cal.Rptr.3d at 626 (<HOLDING>). Because reliance is not an element of express Options: A. holding inter alia defendant breached implied warranty of merchantability where an express warranty regarding safety of goods was printed on package and where goods failed to conform to the express warranty B. holding the concept of reliance has been purposefully abandoned for express warranty claims under the ucc C. holding that warranty claim accrued at tender where 180 day warranty on computer not a warranty for future performance as it involved a remedy only D. holding plaintiffs were not foreclosed from pursuing ucc remedies outside of written warranty because warranty notice provision did not specify that the remedies provided were exclusive of any other remedy E. holding that article 2 of the ucc preempts common law claims

assistant: The best answer is B. holding the concept of reliance has been purposefully abandoned for express warranty claims under the ucc
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: had relied on Generally Accepted Accounting Principals (“GAAP”) to value the paintings and the land. G. Levine Test, at 86:8-87:2. Defendants, however, did not show at trial or at the remedies hearing that the assets were correctly valued according to GAAP, or that GAAP was even relevant to the question of the value of the purported interest in the Tennessee land or the Sky Jones paintings. B. The Levines Made the False Statements With Reckless Disregard for Their Veracity 8. By determining that the Levines violated § 10(b) and Rule 10b-5, the jury found that the Levine’s fraudulent statements were made at least recklessly as to their falsity, if not knowingly. See Jury Verdict Form [# 169]; see also Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976) (<HOLDING>). II.THE COMMISSION HAS PARTIALLY MET ITS Options: A. holding that 10b and rule 10b5 apply to frauds against brokers B. holding only purchasers and sellers of securities can recover under section 10b and rule 10b5 C. holding that no private cause of action for damages will lie under 10b and rule 10b5 in the absence of any allegation of scienter intent to deceive manipulate or defraud D. holding that a private plaintiff is not entitled to maintain an aiding and abetting action under 10b or rule 10b 5 E. holding that a person violates 10b and rule 10b5 when he misappropriates confidential information in breach of a duty owed to the source of the information

assistant: The best answer is C. holding that no private cause of action for damages will lie under 10b and rule 10b5 in the absence of any allegation of scienter intent to deceive manipulate or defraud
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay the Employee a gross monthly salary in the amount set forth in appendix 1 (the " Gross Salary "). As detailed below, the Gross Salary is inclusive of overtime payment and special non-competition monthly compensation (as such terms are defined below).The Gross Salary shall be updated according to the increases determined by applicable law (" Tosefet Yoker " or similar provisions).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS SERIES 2016-2 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS SERIES 2016-2 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

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: the registry certificate should be classified as a business record is unavailing. Ordinarily, documents kept in the regular course of business may be admitted at trial notwithstanding their hearsay status. See G. L. c. 233, § 78; Commonwealth v. Trapp, 396 Mass. 202, 208 (1985), S.C., 423 Mass. 356, cert, denied, 519 U.S. 1045 (1996). See also Mass. G. Evid. § 803 (6) (A) (2011). In Crawford, supra at 56, the Supreme Court noted that, by their nature, certain out-of-court statements, such as business records, are not testimonial. However, the Court pointed out in Melendez-Diaz, supra at 2538, that business records are not admissible at trial “if the regularly conducted business activity is the production of evidence for use at trial.” See Palmer v. Hoffman, 318 U.S. 109, 114 (1943) (<HOLDING>). It followed, therefore, that a clerk “was Options: A. holding that accident report provided by railroad company employee did not qualify as business record where essentially prepared for use in litigating not in railroading B. holding that gradecrossing accident reports prepared by a railroad were not business records because they were not prepared for the systematic conduct of the enterprise as a railroad business rather the reports are calculated for use essentially in the court not in the business their primary utility is in litigating not in railroading C. holding that a summary report prepared by police officers for the solicitors use in prosecuting the case was not subject to discovery D. holding that although incorrect drug report was detrimental to employee employee had no claim against hospital because the report was not intended to primarily or directly benefit the employee E. holding that warrants of deportation were properly characterized as nontestimonial official records that were prepared independent of this litigation and were not prepared to prove facts for use in future criminal prosecutions

assistant: The best answer is A. holding that accident report provided by railroad company employee did not qualify as business record where essentially prepared for use in litigating not in railroading
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: After giving effect to this Amendment, each representation and warranty contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof, except (a) to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties continue to be true and correct in all material respects as of such date and (b) to the extent that any such representation or warranty is qualified by “material” or “Material Adverse Effect” references therein, such representation or warranty is true and correct in all respects on the date hereof.

assistant: Warranties
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: five years in conformity with the terms of the Distributor Agreement. Several references are made to a “distributor agreement” in CT Miami’s financial statements and emails, and many of these references are accompanied by apparent quotes or paraphrases from the Distributor Agreement. These undisputed facts raise a nearly insurmountable presumption that the Distributor Agreement is a binding agreement and that, the arbitration clause is therefore valid. First, a document exe cuted by the party against whom the contract is sought to be enforced is presumptively valid even in the absence of the enforcing party’s signature where the events surrounding the contract’s execution support a valid contract. Dodge of Winter Park, Inc. v. Morley, 756 So.2d 1085, 1085-86 (Fla. 5th DCA 2000) (<HOLDING>); see also Gateway Cable T.V., Inc. v. Vikoa Options: A. holding an arbitration clause contained in confirmations sent to buyer by seller was part of parties course of dealing and therefore part of the contract after buyer had repeated opportunities to object to the clause and had failed to do so B. holding that seller carried insurance for benefit of buyer and held proceeds in trust for buyer when seller agreed to maintain insurance until possession date but bam burned before buyer took possession C. holding that where buyer had opportunity to inspect goods and failed to inform seller in timely manner of defects buyer deemed to have accepted goods pursuant to 672606 D. holding that a seller could enforce an arbitration provision against a buyer even though only the buyer had signed the provision E. holding that an agreement on the one side to sell and on the other to buy does not constitute a conspiracy even if the buyer intends to resell the drugs so long as the buyer and seller do not have an agreement to further distribute the drugs

assistant: The best answer is D. holding that a seller could enforce an arbitration provision against a buyer even though only the buyer had signed the provision
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: Ms. Manbeck actually spoke Vietnamese, or needed to, for purposes of this litigation. Thus, Ms. Manbeck’s ability to speak Vietnamese, even fluently, is irrelevant to the litigation and cannot serve as grounds to increase her fee. As to the claim that Ms. Manbeck has specialized expertise in refugee culture and historical background, the Court finds this wholly unsubstantiated. Ms. Manbeck fails to allege, much less demonstrate, that she possesses distinctive knowledge and skills in Plaintiffs Iraqi culture and historical background. Even if she had, Ms. Manbeck fails to demonstrate how this expertise was necessary to this litigation, other than the obvious fact that Plaintiff himself hails from Iraq. See Pierce v. Underwood, 487 U.S. 552, 572, 108 S.Ct. 2541, 101 L.Ed.2d 490 (1988) (<HOLDING>). Finally, Ms. Manbeck claims distinctive Options: A. holding that to qualify for a special factor increase the attorney must have some distinctive knowledge or specialized skill needful for the litigation in question B. holding that no specialized skill or distinctive knowledge was needed to represent an alien at asylum and withholding of deportation hearings C. holding that the governments litigation position which allegedly prolonged the litigation cannot be a special factor warranting an increase above the statutorily allowed 75 per hour under the eaja D. holding negligence on the part of the attorney does not qualify for such relief E. holding that the standard of care applicable to a reasonable pharmaceutical company marketing product after minimum testing and without a warning does not entail specialized knowledge or skill unique to a scientific discipline and beyond the knowledge and experience of the average jury

assistant: The best answer is A. holding that to qualify for a special factor increase the attorney must have some distinctive knowledge or specialized skill needful for the litigation in question
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: As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are (in the case of corporate securities) fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents or permitted by Section 7.01 . As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 . Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the Closing Date, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: when you provide user-generated content to under armour through the services , you grant under armour and our athletes a non-exclusive , irrevocable , royalty-free , freely transferable , sublicensable , worldwide right and license to use , host , store , cache , reproduce , publish , display ( publicly or otherwise ) , perform ( publicly or otherwise ) , distribute , transmit , modify , adapt ( including , without limitation , in order to conform it to the requirements of any networks , devices , services , or media through which the services are available ) , commercialize , create derivative works of , and otherwise exploit such user-generated content in connection with any and all services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Shareholder is an individual and has all requisite capacity, power and authority to enter into and perform his or her obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, a Governmental Entity is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby.

assistant: Consents
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: matter of state law. And because “the highest state court is the final authority on state law,” Fid. Union Trust Co. v. Field, 311 U.S. 169, 177, 61 S.Ct. 176, 85 L.Ed. 109 (1940), and further because “no federal court interpreting California law could change the California Supreme Court’s [ruling on an issue],” this Court cannot follow the Ninth Circuit cases cited by Uber in the face of directly contradicting California Supreme Court authority. Bruno v. Eckhart Corp., 280 F.R.D. 540, 546 (C.D.Cal.2012); see also Mullaney v. Wilbur, 421 U.S. 684, 691, 95 S.Ct. 1881, 44 L.Ed.2d 508 (1975) (noting that the United States Supreme Court “repeatedly has held that state courts are the ultimate expositors of state law”); Carvalho v. Equifax Info. Sen’s., LLC, 629 F.3d 876, 889 (9th Cir.2010) (<HOLDING>). In Ahmed, the plaintiff was hired to work as Options: A. holding that federal courts are bound by state interpretations of state law B. holding that the ninth circuit is bound by the california supreme courts interpretation of california law C. holding that our courts are bound by the united states supreme courts interpretation of the federal constitution D. recognizing that federal courts are bound by pronouncements of the california supreme court on applicable state law E. holding federal courts are bound by state court determinations of state law

assistant: The best answer is D. recognizing that federal courts are bound by pronouncements of the california supreme court on applicable state law
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 of the Transaction Documents by the Company and the issuance and sale of the Note and the issuance of the Closing Shares and, if applicable, the Make Whole Shares hereunder will not (a) conflict with or result in a violation of the Company’s Articles of Incorporation or Bylaws, (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, any material agreement to which the Company or any of the Subsidiaries is a party, or (c) subject to the making of the filings referred to in Section 5 , and, violate in any material respect any Law or any rule or regulation of the Nasdaq Stock Market applicable to the Company or any of the Subsidiaries or by which any of their properties or assets are bound or affected. Assuming the accuracy of the Investor’s representations in Section 4 and subject to the making of the filings referred to in Section 5 , (i) no approval or authorization will be required from any governmental authority or agency, regulatory or self-regulatory agency or other third party (including the Nasdaq Stock Market) in connection with the issuance of the Note, the Closing Shares and, if applicable, the Make Whole Shares and the other transactions contemplated by this Agreement (including the issuance of the Conversion Shares upon conversion of the Note) and (ii) the issuance of the Note, the Closing Shares and, if applicable, the Make Whole Shares, and the issuance of the Conversion Shares upon the conversion of the Note will be exempt from the registration and qualification requirements under the 1933 Act and all applicable state securities Laws.

assistant: No Conflicts
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 specifically provided for in Sections 8(b ) and 9(d) , all disclaimers, waivers, releases, covenants, undertakings and obligations under this Agreement and all representations and warranties contained in this Agreement will survive the Closing and will not be merged into the Deed or other documents delivered pursuant to 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 case excerpt and choose the best holding from the options. Case excerpt: satisfied the definition of “distribution” contained in § 2G2.2(b)(2). It is this finding that Hill challenges. In United States v. Canada, this court held that the term distribution was not limited to pecuniary gain and that it also included distribution based on non-monetary gains. See 110 F.3d 260, 263 (5th Cir.1997) (“[T]he intended definition of ‘distribution’ for the sake of the guideline is meant to be inclusive of pecuniary gain purposes, but not exclusive of all other purposes.”). Therefore, we held that because Canada’s distribution “was accompanied by an additional element,” namely the potential gain of enticing a minor to have sexual relations with him, the five-level enhancement was warranted. See id.; see also United States v. Fowler, 216 F.3d 459, 460 (5th Cir.2000) (<HOLDING>). However, Canada and subsequent cases have Options: A. holding that mailing child pornography to another in the expectation of receiving similar materials in return constituted distribution for purposes of 2g22b2 B. holding that an enhancement for distribution of child pornography to a minor was improper because the pornographic materials at issue were transmitted to an undercover law enforcement officer who was not a minor C. holding that trading of child pornography is distribution for purposes of 2g22b2 D. holding that distribution of child pornography to encourage a meeting to engage in sex was sufficient to warrant enhancement E. holding that trading tapes of child pornography in order to augment a defendants personal collection constitutes distribution

assistant: The best answer is D. holding that distribution of child pornography to encourage a meeting to engage in sex was sufficient to warrant enhancement