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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: WL 687033, at *1 (D.Md. Feb. 29, 2008) (citing Pioneer Inv. Serv. Co. v. Brunswick Assoc. Ltd. P’ship, 507 U.S. 380, 395, 113 S.Ct. 1489, 123 L.Ed.2d 74 (1993)). Courts in the Fourth Circuit deny leave to amend a complaint past the deadline established by a scheduling order where the moving party has been careless in developing his claims or where he has failed to satisfactorily account for his failure to do so. Compare Whichard v. Specialty Restaurants Corp., 220 F.R.D. 439, 441 (D.Md.2004) (denying plaintiffs motion to join an additional defendant five months after the court imposed deadline because plaintiff had ample notice before the deadline that the original defendant might not be the right party) with Long v. Blair, No. 2:09-CV-00349, 2010 WL 1930220 (S.D.W.Va. May 12, 2010) (<HOLDING>). After a movant satisfies the good cause Options: A. holding that good cause did not exist where counsel waited months after filing of the pleadings to propound written discovery and did not take oral depositions of known key individuals to their claims until after the deadline for amending the complaint B. holding that a change in the theory of recovery and one prior amendment is not sufficient to deny a motion to amend the complaint where no evidence of bad faith existed C. holding that denial of leave to amend was appropriate because the plaintiff sought to amend his complaint two years after filing his complaint on the eve of trial when discovery was complete D. holding that district court did not abuse its discretion where it determined that plaintiffs failed to show good cause to amend complaint after dispositive motion deadline E. holding that good cause existed where the plaintiff did not establish a sufficient evidentiary basis to support new claims until after the deadline for amending his complaint and moved to amend immediately after the new evidence came to light

assistant: The best answer is E. holding that good cause existed where the plaintiff did not establish a sufficient evidentiary basis to support new claims until after the deadline for amending his complaint and moved to amend immediately after the new evidence came to light
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Borrower and the Principal Subsidiaries maintains insurance with financially sound and reputable insurers, or self-insurance, with respect to its properties and business against loss or damage of the kind customarily insured against by reputable companies in the same or similar business and of such types and in such amounts (with such deductible amounts) as is customary for such companies under similar circumstances.

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: As noted in the Advisory Committee notes to Rule 41(e) of the Federal Rules of Criminal Procedure, the district court has jurisdiction to hear motions “to compel [the] return of property obtained by an illegal search and seizure.” Fed. R.Crim.P. 41(e) advisory committee’s note. Moreover, the Third Circuit has found that its district courts have jurisdiction over third party motions for the return of property, see United States v. Frank, 763 F.2d 551, 552 (3d Cir.1985) (stating that the district court had jurisdiction to entertain a third party motion to determine who had entitlement to evidence after the criminal prosecution concluded), and that such jurisdiction exists even after the termination of the criminal proceedings, see United States v. McGlory, 202 F.3d 664, 670 (3d Cir.2000) (<HOLDING>); Bein, 214 F.3d at 411 (finding that “[a] Options: A. holding that the district court and this court had subject matter jurisdiction over the defendants motion for modification of sentence based on amendment 706 even though the defendant filed the motion before march 3 2008 because the district court ruled on the motion after that date B. holding that motion for reconsideration would be construed not as a rule 60b motion but rather as an unauthorized successive motion under 2255 which the district court may have been without jurisdiction to consider C. holding that rule 41e motion for return of seized property is treated as a civil equitable proceeding when criminal proceedings against moving party are not yet pending D. holding that a district court has jurisdiction to consider a rule 41e motion filed after criminal proceedings had been completed E. holding that a district court has jurisdiction to entertain a rule 41e motion for the return of property before a criminal prosecution has begun believing such a motion to be in effect a civil action

assistant: The best answer is D. holding that a district court has jurisdiction to consider a rule 41e motion filed after criminal proceedings had been completed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: evidence relating to harassment of which she was aware during the time that she was allegedly subject to a hostile work environment.” Hirase-Doi v. U.S. West Communications, Inc., 61 F.3d 777, 782 (10th Cir.1995). Where the plaintiff and her female coworkers were harassed by a male coworker, the Tenth Circuit stated in Hirase-Doi that the plaintiff “could not subjectively perceive [her coworker’s] behavior towards others as creating a hostile work environment unless she knew about that behavior.” Id.; cf. Pryor v. Seyfarth, Shaw, Fairweather & Geraldson, 212 F.3d 976, 978 (7th Cir.2000) (noting that supervisor’s alleged leering at employee without employee knowing it was irrelevant to employee’s Title VII sexual harassment claim); Burnett v. Tyco Corp., 203 F.3d 980, 981 (6th Cir.2000) (<HOLDING>); Bradshaw v. Golden Rd. Motor Inn, 885 F.Supp. Options: A. holding that harassment of women working alongside plaintiff was relevant to question of creation of environment viola tive of title vii although vinson was a sexual harassment case the principles underlying a hostile environment theory are equally applicable in sexual harassment and racial harassment cases B. holding that eeoc charge filed by plaintiff more than 180 days after alleged incident of sexual harassment was timely where alleged sexual harassment violation continued as hostile work environment through time of plaintiffs termination C. holding that certain conduct was irrelevant to plaintiffs hostile work environment claim absent evidence that plaintiff was contemporaneously aware of it D. holding that the allegations of plaintiffs coemployees of sexual harassment by manager were irrelevant to plaintiffs hostile work environment claim absent evidence that plaintiff was contemporaneously aware of the alleged harassment E. holding that allegations of failure to remedy a hostile work environment provided no basis for relief where the evidence demonstrated that the harassment had ended by the time plaintiffs complaint was filed

assistant: The best answer is D. holding that the allegations of plaintiffs coemployees of sexual harassment by manager were irrelevant to plaintiffs hostile work environment claim absent evidence that plaintiff was contemporaneously aware of the alleged harassment
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: During the Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all reasonable expenses of travel and living while away from home, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Corporation. The Executive shall travel at the same level provided generally for executives at her level of seniority.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party shall, and shall cause each Subsidiary to, cure promptly any defects in the creation and issuance of the Notes and the execution and delivery of the Security Instruments and this Agreement. Each Loan Party hereby authorizes the Collateral Agent to file any financing statements without the signature of the Borrower or such Guarantor, as applicable, to the extent permitted by applicable law in order to perfect or maintain the perfection of any security interest granted under any of the Loan Documents. Each Loan Party at its expense will, and will cause each of its Subsidiaries to, promptly execute and deliver to the Collateral Agent upon request of either Agent all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of the Borrower or any Guarantor, as the case may be, in the Security Instruments and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in the Security Instruments, or to state more fully the security obligations set out herein or in any of the Security Instruments, or to perfect, protect or preserve any Liens created pursuant to any of the Security Instruments, or to make any recordings, to file any notices or obtain any consents, all as may be necessary or appropriate in connection therewith or to enable either Agent to exercise and enforce its rights and remedies with respect to any Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any individual who is an Eligible Employee on a given Offering Date will be eligible to participate in the Plan, subject to the requirements of Section 5. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under Applicable Laws or if complying with Applicable Laws would cause the Plan or an Offering to violate Section 423 of the Code.

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: The representations and warranties of Borrower set forth in Section 5 of the Loan Agreement are true and correct in all material respects on and as of the Second Amendment Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including, without limitation, Environmental Laws), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable anti-money laundering Laws and applicable Sanctions.

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: On the Effective Date and after giving effect to the provisions of the Loan Documents, (a) the fair market value of the assets of each Loan Party will exceed their debts and liabilities; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities; (c) each Loan Party (individually and/or on a consolidated basis) will be able to pay its debts and liabilities as they become absolute and mature; and (d) each Loan Party (individually and/or on a consolidated basis) will not have unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted following the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Duly pay and discharge or cause to be paid and discharged, when due, all taxes, assessments and other charges of Government Authorities imposed upon Borrower, the Borrower Subsidiaries and their respective properties, or any part thereof or upon the income or profits therefrom, as well as all claims for labor, materials or supplies which if unpaid might by law become a lien or charge upon any of their respective properties, except such of the foregoing as are being diligently contested in good faith and reserved against on the respective balance sheets, if and to the extent required under GAAP, and by appropriate proceedings. If the Borrower or any Borrower Subsidiary receives a notice of assessment and has not reserved against it, the Borrower shall promptly give notice to the Lender of receipt thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: applied the relevant substantive law. Id. The grant of summary judgment in this case is reviewed in light of the quite summary procedural requirements provided by the statutory law of civil forfeitures. United States v. One 56-Foot Motor Yacht Named the Tahuna, 702 F.2d 1276, 1281 (9th Cir.1983). 3 . Ordinarily, collateral estoppel is an affirmative defense that must be raised by the party seeking to use it, or else it is waived. See, e.g., Kern Oil & Ref. Co. v. Tenneco Oil Co., 840 F.2d 730, 735 (9th Cir.), cert. denied, 488 U.S. 948, 109 S.Ct. 378, 102 L.Ed.2d 367 (1988). The government did not brief the issue in this case; however, we raise it sua sponte in order to affirm the district court’s decision. See Russell v. SunAmerica Sec., Inc., 962 F.2d 1169, 1172 (5th Cir.1992) (<HOLDING>). 4 . The preclusive effect of a state court Options: A. holding that sua sponte grant of summary judgment without notice to the parties constitutes reversible error B. holding that the court can raise res judicata sua sponte even on appeal C. holding that district courts sua sponte grant of summary judgment to nonmoving party is an accepted method of expediting litigation D. recognizing that in the interest of judicial economy res judicata may properly be raised by a district court sua sponte particularly where both actions are brought in the courts of the same district E. holding that a court can raise the issue of res judicata sua sponte in order to affirm a grant of summary judgment

assistant: The best answer is E. holding that a court can raise the issue of res judicata sua sponte in order to affirm a grant of summary judgment
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: Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed according to the laws of the state of Washington. Venue for any legal or equitable action between the Company and the Consultant which relates to this Agreement shall be in the county of King in the State of Washington.

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 case excerpt and choose the best holding from the options. Case excerpt: affected his substantial rights, appellant must show a reasonable probability that the Confrontation Clause violation had a prejudicial effect on the outcome of his trial. See United States v. Dominguez Benitez, 542 U.S. 74, 81-82, 124 S.Ct. 2333, 159 L.Ed.2d 157 (2004) (“In cases where the burden of demonstrating prejudice (or materiality) is on the defendant seeking relief, we have invoked a standard with similarities to the Kotteakos [v. United States, 328 U.S. 750, 66 S.Ct. 1239, 90 L.Ed. 1557 (1946) ] formulation in requiring the showing of ‘a reasonable probability that, but for [the error claimed], the result of the proceeding would have been diff admission of the report affected appellant’s substantial rights. See, e.g., Drayton v. United States, 877 A.2d 145, 148-49 (D.C.2005) (<HOLDING>); United States v. Bruno, 383 F.3d 65, 79-80 Options: A. holding that plain error exists when 1 an error was committed 2 that was plain 3 that affected the defendants substantial rights and 4 the error seriously affects the fairness integrity or public reputation of judicial proceedings B. holding that the closure of a courtroom during jury selection a structural error did not seriously affect the fairness integrity or public reputation of the judicial proceedings C. recognizing that plain error exists only if failure to recognize the error would seriously affect the fairness or integrity of the judicial proceedings and that the plainerror doctrine is to be used sparingly solely in those circumstances in which a miscarriage of justice would otherwise result internal quotation marks omitted D. holding that a plain error did not seriously affect the fairness integrity or public reputation of the judicial proceedings even though the error was assumed to have affected substantial rights E. holding that if trial courts verdict was based on hearsay statements of victim admitted in violation of the confrontation clause the error clearly would not only affect substantial rights but would seriously affect the fairness and integrity of the proceedings

assistant: The best answer is E. holding that if trial courts verdict was based on hearsay statements of victim admitted in violation of the confrontation clause the error clearly would not only affect substantial rights but would seriously affect the fairness and integrity of the proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: rather, it was an action for equitable apportionment of response costs already incurred by a PRP, who was unable to seek relief under § 107. Id. To accept the holding of the Tenth Circuit in Sun Company, the W.R. Grace court reasoned, would result in two separate statute of limitations periods and accrual mechanisms for CERCLA contribution actions. Id. “If a gap exists in the statute of limitations for CERCLA actions under § 113(f)(1), it is one to be resolved by Congress.” Id.; see also Reichhold Chemicals, Inc. v. Textron, Inc., 888 F.Supp. 1116, 1125 (N.D.Fla.1995) (refusing to borrow another statute of limitations where no triggering event under § 113(g)(3) had occurred or was likely to occur); Gould Inc. v. A & M Battery and Tire Service, 901 F.Supp. 906, 914 (M.D.Pa.1995) (<HOLDING>), rev’d on other grounds, 232 F.3d 162 (3d Cir. Options: A. holding that the evidence was insufficient for the statute of limitations to bar recovery of a quantum meruit cause of action B. holding that the uccs fouryear statute of limitations provision which barred an action by the plaintiff did not bar a thirdparty contribution and indemnity claim C. holding that plaintiffs entering into a consent agreement with the epa did not trigger the running of the statute of limitations under 113g3 for purposes of a 113f1 contribution action and further distinguishing a 113f1 contribution action from a cost recovery action to which the limitations periods of 113g2 would apply D. holding that the running of the statute of limitations is an affirmative defense E. holding that ignorance or misunderstanding of the law would not toll the running of the statute of limitations

assistant: The best answer is C. holding that plaintiffs entering into a consent agreement with the epa did not trigger the running of the statute of limitations under 113g3 for purposes of a 113f1 contribution action and further distinguishing a 113f1 contribution action from a cost recovery action to which the limitations periods of 113g2 would apply
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: would be read into all service contracts, “regardless of the circumstances, and without regard to the fault of the proposed indemnitee.” Id. Johnson, 481 N.W.2d at 318-19. Thus, Johnson confirms that there is no blanket requirement of indemnity in all service contracts. The second portion of the Johnson decision that is instructive here is its discussion of what constitutes the necessary “independent duty”: On cross-examination by Interstate’s counsel, a D & J representative testified that D & J expected to use the electricity safely. The representative also testified that D & J would anticipate that Interstate would expect D & J to use the electricity safely. Interstate argues that this testimony establishes an independent . Co., 259 Iowa 314, 326-27, 144 N.W.2d 303, 310-11 (1966) (<HOLDING>). Significantly, on redirect the D & J Options: A. holding that a choice of law provision in a lease did not serve as a basis for jurisdiction B. holding that duty not to cause injury to another by ones negligent act is too broad to serve as a basis for permitting indemnity C. holding that an indemnity provision need not be valid and enforceable to trigger obligations under the contract so long as the parties agreed to indemnity D. holding that an indemnitee must be proven to be free of negligence in order to receive indemnity either under a general indemnity agreement or under implied indemnity E. holding that equitable indemnity lies where one person is exposed to liability by the wrongful act of another in which he does not join

assistant: The best answer is B. holding that duty not to cause injury to another by ones negligent act is too broad to serve as a basis for permitting indemnity
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 disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its business and the transactions contemplated hereby 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 Company acknowledges and agrees that the Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.2 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: This Agreement may be executed in multiple counterparts (including by means of telecopied signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. A facsimile signature or scanned signature in PDF format on this Agreement, if identified, legible and complete, will be regarded as an original signature.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent permitted by applicable law, upon any vesting of the Restricted Stock subject to the Award, the Company shall automatically withhold and reacquire the appropriate number of whole shares of Restricted Stock, valued at their then Fair Market Value, to satisfy any withholding obligations of the Company or its Subsidiaries with respect to such vesting at any applicable withholding rates. In the event that the Company cannot satisfy such withholding obligations by withholding and reacquiring shares of Restricted Stock, or in the event that the Participant makes or has made an election pursuant to Section 83(b) of the Code or the occurrence of any other withholding event with respect to the Award, the Company (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such vesting of any Restricted Stock or such Section 83(b) election or other withholding event.

assistant: Tax Withholdings
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 information provided by the Disclosing Party shall remain the property of the Disclosing Party. Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “over only some matters, leaving in place their jurisdiction to directly review petitions raising claims previously cognizable under [28 U.S.C.] § 2241” n. We reach a different result on the issue of the district court's habeas jurisdiction to review the attorney general's prosecutorial discretion to commence proceedings in Denver instead of in Los Angeles. Section 1252(g) provides, Except as provided in this section and notwithstanding any other provision of law; no court shall have jurisdiction to hear any cause or claim by or on behalf of any alien arising 003) ("Although federal courts retain habeas jurisdiction to review statutory and constitutional claims, there is no jurisdiction to review denials of discretionary relief."); Carranza v. INS, 277 F.3d 65, 73 (1st Cir.2002) (<HOLDING>); Gutierrez-Chavez v. INS, 298 F.3d 824, 828 Options: A. holding alien not denied judicial review because habeas was available B. holding that habeas proceedings do not embrace review of the exercise of discretion in criminal alien cases C. holding that in its review of the irs exercise of discretion the court is limited to a review of the administrative record D. holding that a criminal alien who does not have the right to demand the exercise of discretion cannot challenge its nonexercise by means of habeas review E. holding failure to exercise discretion is abuse of discretion

assistant: The best answer is D. holding that a criminal alien who does not have the right to demand the exercise of discretion cannot challenge its nonexercise by means of habeas review
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 Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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 legal provision and list the applicable contract clause categories. Provision: To the Company’s knowledge, the Company has not violated any law or any governmental regulation or requirement which violation has had or would reasonably be expected to have a material adverse effect on its business and the Company has not received written notice of any such violation.

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 ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; provided , however , that the occurrence or reasonable expectation of the occurrence of any ERISA Event that could reasonably be expected to result in the imposition of a lien by the PBGC on the assets of any SPE shall be considered as reasonably expected to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: interests put forward to justify it; (2) alternative means of exercising their rights remain open to the prisoners; (3) accommodation of the asserted rights will trigger a ripple effect on fellow inmates and prison officials; and (4) a ready alternative to the regulation would fully accommodate the prisoners’ rights at a de minimis cost to the valid penological interest. Id. It is undisputed that legitimate security concerns justified Defendants’ decision to suspend Plaintiffs phone and visitation from December 1 through 5, 2007. Once Defendants had installed proper equipment to monitor his conversations, Plaintiffs phone privileges were restored. Moreover, Plaintiff was only denied phone and visitation privileges for five days. See Overton, 539 U.S. at 133-137, 123 S.Ct. 2162 (<HOLDING>). On December 6, 2007, Plaintiff complained Options: A. holding that resigntorun provision of maine judicial code of conduct does not violate the guarantees of equal protection freedom of speech or freedom of association in either the maine or united states constitutions B. recognizing common law privileges C. holding that a twoyear suspension of visitation privileges did not violate either the first amendments right to freedom of association D. holding that driving privileges are not a fundamental right and a statute requiring a license suspension after a conviction for possession of cocaine did not violate substantive due process E. holding that a nocontact order did not violate the right to freedom of association

assistant: The best answer is C. holding that a twoyear suspension of visitation privileges did not violate either the first amendments right to freedom of association
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: affairs, and that “irremediable adverse consequences” may flow from a determination that this case is not currently ripe for review. Gardner v. Toilet Goods Ass’n, 387 U.S. 158, 164, 87 S.Ct. 1520, 1525, 18 L.Ed.2d 697 (1967). That the interpretations do not directly compel plaintiffs to take immediate action does not mean that the plaintiffs do not suffer immediate hardship, sufficient to trigger review. See Meltzer v. Board of Public Instruction, 548 F.2d 559, 572-73 (5th Cir. 1977) (parents challenge of school regulation requiring teachers to “inculcate the practice of every Christian virtue” was ripe because of immediate, inevitable effect on teachers’ behavior), cert. denied, 439 U.S. 1089, 99 S.Ct. 872, 59 L.Ed.2d 56 (1979); see also Better Government Association, at 93-95 (<HOLDING>); American Federation of Government Employees Options: A. holding that where plaintiff did not allege that it was deprived of or excluded from use of its own customer lists it could not establish conversion B. recognizing hardship where plaintiff alleged it was being deprived of statutory entitlement C. holding that where defendant retained possession of and deprived plaintiff access to business records a claim for conversion was properly stated D. recognizing statutory credit E. holding that although the parking citation that the plaintiff received did not indicate where and how to contest the allegation the plaintiff was not deprived of procedural due process because he received a summons to appear in court via first class mail before he was deprived of any liberty interest

assistant: The best answer is B. recognizing hardship where plaintiff alleged it was being deprived of statutory entitlement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Agreement constituted a contract, through which Appellants ratified a prior transaction. Therefore, even if the CFA note and mortgage were in fact invalid, Appellants’ argument would still fail because a ratification of a former transaction is clearly not a transfer within the meaning of the fraudulent conveyance statutes. By the time ratification occurs, the unauthorized or voidable transfer transaction has already been completed and, at that point, may only be voided or ratified. See In re Best Prods. Co., Inc., 168 B.R. 35, 57 (Bankr.S.D.N.Y.1994) (“A fraudulent transfer is not void, but voidable; thus, it can be ratified by a creditor who is then estopped from seeking its avoidance.”); see also Cohen v. Treuhold Capital Group, LLC (In re Cohen), 422 B.R. 350, 371 (E.D.N.Y.2010) (<HOLDING>). When Appellants executed the Agreement, any Options: A. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal B. holding that questioning of a juvenile by a principal in presence of a police officer did not constitute an interrogation because principal was sole questioner and was not acting as an agent for police C. holding that defendant was not an agent because alleged principal did not control means by which the defendants accomplished their duties D. holding that subsequent to a judicial sale the report of the sale must be made to and ratified by the court before a deed for the property is given by the trustee to the purchaser E. holding that an unauthorized property transfer effectuated by an agent and not evidenced by a signed writing could be subsequently ratified by the principal

assistant: The best answer is E. holding that an unauthorized property transfer effectuated by an agent and not evidenced by a signed writing could be subsequently ratified by the principal
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 Effective Date, the Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any other Loan Party is subject, and all other matters known to any of them, that could, in each case, reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

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 case excerpt and choose the best holding from the options. Case excerpt: Service Merchandise filed a reply to Observer’s responses. III. DEFENDANT’S MOTION TO RECONSIDER Service Merchandise argues that this Court made various purported errors in Observer Transportation, 685 F.Supp. 120, by failing to consider facts, applicable law, and argument. First, Service Merchandise asserts that this Court erred by allegedly excluding from its consideration Kenneth P. Schooley’s affidavit, which purportedly establishes that this case involves negotiated, but unfiled, rates. Second, Service Merchandise asserts that the circumstances of the present case are equivalent to the circumstances present in Family Dollar, 670 F.Supp. 644. Third, Service Merchandise urges this Court to follow the court’s holding in INF, Ltd. v. Spectro Alloys, 651 F.Supp. 1405 (D.Minn.1987) (<HOLDING>). Fourth, and finally, Service Merchandise Options: A. holding that a forum selection clause encompassing any case or controversy arising under or in connection with this agreement included all causes of action arising directly or indirectly from the business relationship evidenced by the contract B. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution C. holding that an undercharge case arising from repeated misclassifications of freight should be referred to the icc D. holding that the court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute E. holding a limitation on damages arising out of bodily injury to one person involved in an accident applies to all claims arising from the death of that person

assistant: The best answer is C. holding that an undercharge case arising from repeated misclassifications of freight should be referred to the icc
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: quotation marks omitted); see also 9 U.S.C. § 4 (instructing that the hearing and proceedings on a motion to compel arbitration “shall be within the district in which the petition for an order directing such arbitration is filed”). “When a complaint requesting arbitration is filed in the wrong forum, the appropriate response is for the opposing party to file a motion to dismiss, which should then be granted by the court.” Haber, 578 F.3d at 558; see also Noble Drilling Servs., Inc. v. Certex USA, Inc., 620 F.3d 469, 472 n. 3 (5th Cir.2010) (observing that the Fifth Circuit has not resolved whether Rule 12(b)(1) or Rule 12(b)(3) is the proper rule for motions to dismiss based on an arbitration clause); Lim v. Offshore Specialty Fabricators, Inc., 404 F.3d 898, 902 (5th Cir.2005) (<HOLDING>). Here, the district court dismissed Vocada’s Options: A. recognizing circuit agreement that a motion to dismiss based on an arbitration clause is proper under rule 12b3 B. holding that a motion to dismiss based on a forumselection clause should be treated as a rule 12b3 motion to dismiss for improper venue C. holding that since the fifth circuit has accepted rule 12b3 as a proper method for seeking dismissal for improper venue based on a forum selection clause the court need not decide whether a rule 12b1 motion is appropriate D. holding that motions to dismiss based on forumselection clause should be analyzed under rule 12b3 E. holding that a forumselection clause may be enforced under rule 12b3 as a motion to dismiss on the basis of improper venue

assistant: The best answer is A. recognizing circuit agreement that a motion to dismiss based on an arbitration clause is proper under rule 12b3
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: 98 S.Ct. 2943, 2949, 57 L.Ed.2d 957 (1978) (citation omitted). If, however, defendant challenges causation either by introducing evidence of no causal link or of other cause, the burden on the plaintiff to show causation to establish her case is that “but for” the protected activity no action would have taken place. See McDonald v. Santa Fe Trail Transportation Co., 427 U.S. 273, 282 n.10, 96 S.Ct. 2574, 2580 n.10, 49 L.Ed.2d 493 (1976). Additionally, McDonneil-Dougias offers some possible methods of proof of pretext and describes what is meant by “pretext.” McDonnell-Douglas, 411 U.S. at 804-05, 93 S.Ct. at 1825-1826. Pretext is further defined in McDonald v. Santa Fe Trail Transportation Company, 427 U.S. 273, 96 S.Ct. 2574, 49 L.Ed.2d 493 (1976), as a “but for” standard .Cir.1980) (<HOLDING>). This analysis allows for the occurrence of Options: A. holding petitioner has the burden of proof under the strickland test B. holding that even if plaintiff could demonstrate that failed drug test proffered by defendant as ground for dismissal was in error that showing would not demonstrate that reliance on test was pretext for discrimination C. holding that in a mixed motive retaliation case the but for test applies to pretext but further holding that the burden shifts after employee has shown pretext under the but for test to the employer to show that absent retaliation the plaintiff would have lost his job anyway D. holding that pretext is subject to the clearly erroneous standard E. holding that the but for test applied in a mixed motive case under the national labor relations act

assistant: The best answer is C. holding that in a mixed motive retaliation case the but for test applies to pretext but further holding that the burden shifts after employee has shown pretext under the but for test to the employer to show that absent retaliation the plaintiff would have lost his job anyway
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: 41(b). A dismissal under Rule 41(b) or any other dismissal “ — except one for lack of jurisdiction, improper venue, or failure to join a party under Rule 19 — operates as an adjudication on the merits” unless “the dismissal order states otherwise.” Id. Although the dismissal was not on a defendant’s motion, it may still be considered a dismissal under Rule 41(b), in which case the presumption that the dismissal was an adjudication on the merits would apply. See Brutus v. IRS, 398 Fed.Appx. 682, 688 (11th Cir.2010) (citing Betty K Agencies, Ltd. v. M/V MONADA, 432 F.3d 1333, 1337 (11th Cir.2005)). Even if this dismissal is not a dismissal under Rule 41(b), the presumption still applies. See Costello v. United States, 365 U.S. 265, 286-87, 81 S.Ct. 534, 545, 5 L.Ed.2d 551 (1961) (<HOLDING>). Because the dismissal order did not state Options: A. holding that an adjudication on summary judgment is an adjudication on the merits B. holding that a court may sua sponte dismiss pursuant to rule 41b for failure to comply with a court order C. holding that review is de novo where there has been no adjudication on the merits in state court D. holding that a sua sponte dismissal by the court for failure of the plaintiff to comply with an order of the court should operate as an adjudication on the merits because the defendant has been put to the trouble of preparing his defense because there was no initial bar to the courts reaching the merits E. holding that dismissal for failure to comply with discovery orders is on the merits

assistant: The best answer is D. holding that a sua sponte dismissal by the court for failure of the plaintiff to comply with an order of the court should operate as an adjudication on the merits because the defendant has been put to the trouble of preparing his defense because there was no initial bar to the courts reaching the merits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: (b) Confidential Information shall not include any information, however designated, that: (iv) is independently developed by Receiving Party; or (d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information.

assistant: No