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: and safety standards.” United States v. Atlantic States Cast Iron Pipe Co., 627 F.Supp.2d 180, 273 (D.N.J.2009). This does not, however, end the discussion. As stated in the Guidelines, this enhancement may also be based on an abuse of private trust. U.S.S.G. § 3B1.3. Such an abuse may occur where a defendant employer or manager uses his or her position to exert leverage over employees, thereby enabling the defendant to either convince employees to commit violations or conceal from them the hazardous nature of the conduct. Turner, 102 F.3d at 1352, 1360 (defendants mine operators’ threat of termination to force miners to falsely certify that they were provided eight hours of health and safety training required by law was an abuse of private trust); Technic Servs., 314 F.3d at 1053 (<HOLDING>). Here, there was certainly sufficient evidence Options: A. holding that where statutory remedies exist private employees do not have a private cause of action for violation of state constitutional rights B. holding that section 1983 action requires a showing of defendants personal participation in alleged constitutional violation C. recognizing private right of action D. holding that a public employees deposition testimony involves a matter of public concern if arguably a statement about misconduct or corruption in city government and regardless of whether testimony is given in employees official capacity E. recognizing that defendants conduct in altering employees personal ammonitoring devices clearly place workers in jeopardy and arguably constituted a violation of defendants position of private trust

assistant: The best answer is E. recognizing that defendants conduct in altering employees personal ammonitoring devices clearly place workers in jeopardy and arguably constituted a violation of defendants position of private trust
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event a dispute shall arise between the parties to this agreement, the parties agree to participate in at least eight (8) hours of mediation in accordance with the mediation procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS). The mediation shall be administered by JAMS before a mediator in Los Angeles, California under the then applicable JAMS rules. In the event that the parties cannot reach a mutual understanding through mediation, or should either party fail to comply with the mediation agreement, Sublessor and Sublessee waive the right to resolve any such dispute through a trial by jury. Any controversy or claim arising out of or relating to this agreement, that cannot be resolved under mediation, shall be settled by binding arbitration in accordance with the commercial rules then obtaining of JAMS, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: State v. Nelson, 577 S.W.2d 465, 466 (Tenn.Crim.App.1978). Accordingly, we hold that § 241(a)(2) controls over the provisions of § 231 to the extent the two statutes conflict. A petition under § 241(a)(2) is not prohibited in a case where the original workers’ compensation award sought to be enlarged was paid in lump sum. STATUTE OF LIMITATIONS Mr. Brewer suffered increased pain while working and was unable to continue working in June of 1994. He was referred to Dr. Allen who performed a myelogram in September of 1994 The results of the myelogram revealed a “large recurrent disc rupture at the L4-5 level.” Accordingly, the full nature and extent of his injury was not manifested until Dr. Allen discovered the ruptured disc. See Union Carbide Corp. v. Cannon, 523 S.W.2d 360 (Tenn.1975) (<HOLDING>). Mr. Brewer’s statute of limitations for a new Options: A. holding that the date on which the plaintiff learned of the defendants denial of tenure not the date on which the plaintiff became unemployed was when the statute of limitations began to run B. holding that limitations period on employment discrimination claim triggered on date of discharge not on date of discovery of discriminatory intent C. holding that the statute of limitations period for a section 1983 claim seeking to redress an unlawful taking of property began to accrue on the date of the wrongful appropriation D. holding limitations period began to accrue upon discovery of the herniated disc and not from the date of the accident E. holding that interest does not begin to accrue until the date of judgment not the date of verdict

assistant: The best answer is D. holding limitations period began to accrue upon discovery of the herniated disc and not from the date of the accident
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the occurrence of a Change in Capitalization as contemplated by Section 5 of the Plan, the Administrator shall make adjustments in accordance with such section in the number and kind of securities that may become vested under the Award or in the terms of any Award. Any such adjustments will be made by the Administrator, whose determination will be final, binding and conclusive.

assistant: Adjustments
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 an elder with intent to defraud. Cal. Welf. And InstCode § 15610.30(a)(1). An “elder” is defined as “any person residing in th[e] state, 65 years of age or older.” Id. at § 15610.27. Several courts have held that this California statute creates a civil cause of action for elder financial abuse. See Genton v. Vestin Realty Mortgage II, Inc., 2007 WL 951838, at *2 (S.D.Cal.). Defendant’s arguments that plaintiffs claim must fail because she is not a “dependant” adult, and because payments made to an attorney for services rendered cannot constitute “taking” or “appropriation”, do not find clear support in the statute or relevant case law. Cf. Cal. Welf. And InstCode § 15610.23 (defining “dependant adult”) with § 15610.30 (defining “elder”); see, e.g., Negrete, 444 F.Supp.2d at 1002-03 (<HOLDING>). Here, plaintiff alleges that defendant knew Options: A. holding not an abuse of discretion to deny funds B. holding it was not an abuse of discretion to deny funds C. holding that a plaintiff who pled in her complaint that her law firm actively misled her in support of her request for application of the discovery rule had sufficiently pled the application of the doctrine D. holding that plaintiff adequately pleaded loss under the cfaa by alleging costs of at least 5000 in terms of responding to defendants conduct and conducting damage assessments E. holding that plaintiff sufficiently pleaded elder abuse by alleging that the defendant investment firm took or appropriated her funds by use of a fraudulent scheme

assistant: The best answer is E. holding that plaintiff sufficiently pleaded elder abuse by alleging that the defendant investment firm took or appropriated her funds by use of a fraudulent scheme
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: Neither anything contained in the Plan or any agreement nor the granting of any Award under the Plan shall confer upon any Participant any right with respect to the continuation of his or her employment by the Company or any Affiliate, or interfere in any way with the right of the Company or any Affiliate, at any time, to terminate such employment or to increase or decrease the level of the Participant's compensation from the level in existence at the time of the Award.

assistant: Employment
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, Executive’s minimum annual base salary will be as follows: $500,000 per annum from the Effective Date through December 31, 2016; $525,000 per annum for calendar 2017; $550,000 per annum for calendar 2018; and $575,000 per annum for calendar 2019. The base salary shall be paid in accordance with the Company’s payroll practices and policies then in effect, with any additional increases determined by the Board or the Compensation Committee of the Board (the “ Compensation Committee ”) from time to time (such salary, as increased from time to time, the “ Base Salary ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: report. (emphasis added). The District Judge affirmed the Magistrate Judge’s order granting fees in toto. The District Judge stated, inter alia: [T]he EEOC unequivocally based its case on Peoplemark’s alleged categorical prohibition against the “hiring of any person with a criminal record.” ... Had the EEOC conducted a reasonable investigation in the years leading up to filing its lawsuit, or had it reviewed the evidence provided to it throughout the course of discovery, it would have quickly realized its theory of liability as pled was untenable ... the magistrate judge ... correctly concluded that the EEOC should have been aware of the fatal flaw in its case no later than October 1, 2009. See ... EEOC v. CRST Van Expedited, Inc., No. 07-cv-95, 2010 WL 520564 (N.D.Iowa Feb. 9, 2010) (<HOLDING>); EEOC v. Cintas Corp., Nos. 04-40132, Options: A. holding that retaliation arising out of first eeoc filing was reasonably related to that filing obviating the need for a second eeoc charge B. holding eeoc lacked foundation to proceed based on failure to reasonably investigate C. holding that the eeoc has authority to investigate a broader picture of discrimination that appears during the investigation of an individual charge D. holding that because the state failed to properly file the complaint the district court lacked jurisdiction to proceed to trial E. holding failure to timely identify aggrieved parties and reasonably investigate such claims warranted attorney fee award against the eeoc

assistant: The best answer is B. holding eeoc lacked foundation to proceed based on failure to reasonably investigate
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 PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY SWINGLINE LENDER, ANY ISSUING LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK, SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT, OR TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER, THE SWINGLINE LENDER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ANY SUBSIDIARY OF ANY LOAN PARTY OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Jurisdictions
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: Borrower will not be (i) reconstituted as a Plan or as an entity whose assets constitute “plan assets” or (ii) a “governmental plan” within the meaning of Section 3(32) of ERISA. The transactions contemplated by the Loan Documents will not be in violation of any state statutes applicable to Borrower that regulate investments of, and fiduciary obligations with respect to, governmental plans and that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: We are required by law to confirm your eligibility for employment in the United States. Thus, you will be required to provide proof of your eligibility to work in the U.S. on your start date. The invalidity or unenforceability of any provision of this offer shall not affect the validity or enforceability of any other provision of this offer, which shall remain in full force and effect. This offer, and the payments and benefits provided herein, are also subject to the provisions of Annex E hereto, with respect to matters arising under Sections 409A and 4999/280G of the Internal Revenue Code.

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: The proceeds of Loans shall be used to (i) finance a portion of the consideration payable in connection with Property Acquisitions, (ii) refinance in full the Existing Indebtedness, (iii) general working capital requirements of Borrower and for other legitimate corporate purposes approved by Hale in its reasonable discretion, and (iv) in each case, to pay fees and expenses incurred in connection therewith or herewith.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments required to be made by Guarantor to each Beneficiary under this Guaranty shall be made in United States dollars and shall be paid within thirty (30) business days after receipt by Guarantor from the respective Beneficiary of written demand for such payment and shall not be the subject of any offset against any amounts which may be owed by the Beneficiaries to Guarantor for any reason. Each and every default or failure by the Guarantor Subsidiary in making a payment or otherwise discharging or performing any of the Guaranteed Obligations shall give rise to a separate liability of such Guarantor Subsidiary to the relevant Beneficiary and a separate cause of action hereunder and a separate suit may be brought hereunder as each liability or cause of action arises.

assistant: Payments
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 amounts payable by any Guarantor under this Section 14 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest extent permitted by applicable law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

assistant: Interests
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: subscriber will indemnify and hold 9gag , inc , its directors , officers and employees , harmless , including costs and attorneys ' fees , from any claim or demand made by any third party due to or arising out of subscriber 's access to the site , use of the services , the violation of this agreement by subscriber , or the infringement by subscriber , or any third party using the subscriber 's account , of any intellectual property or other right of any person or entity .

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: Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This RCA may not be changed orally, and no provision of this RCA may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: First, the trial court’s evidentiary ruling to exclude a police report summarizing Roscoe Buffington’s statement did not violate Shandola’s Sixth and Fourteenth Amendment rights to compulsory process and due process. The statement had little, if any, probative value and was not material to Shandola’s defense at trial. See Miller v. Stagner, 757 F.2d 988, 994 (9th Cir.), amended, 768 F.2d 1090 (9th Cir.1985) (“In weighing the importance of evidence offered by a defendant against the state’s interest in exclusion, the court should consider [among other factors] the probative value of the evidence on the central issue ... and whether it constitutes a major part of the attempted defense.”); United States v. Valenzuela-Bernal, 458 U.S. 858, 867, 102 S.Ct. 3440, 73 L.Ed.2d 1193 (1982) (<HOLDING>). Second, the trial court’s exclusion of a Options: A. holding that suppression of evidence by the prosecution of evidence favorable to the defendant upon request violates the defendants right to due process where the evidence is material B. holding that section 1983 action requires a showing of defendants personal participation in alleged constitutional violation C. holding that partys failure to specify how his presence would have been of assistance at the hearing precluded the requisite showing of harm D. holding state has affirmative duty to disclose favorable and material evidence to defense E. holding that a violation of a defendants constitutional right to compulsory process requires at a minimum some plausible showing of how the excluded testimony would have been both material and favorable to his defense

assistant: The best answer is E. holding that a violation of a defendants constitutional right to compulsory process requires at a minimum some plausible showing of how the excluded testimony would have been both material and favorable to his defense
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 non-moving party’s case. Id. If the moving party discharges its burden by negating an essential element of the non-moving party’s claim or defense, it must produce affirmative evidence of such negation. Id. at 1105. Once the moving party carries its initial burden, the burden then shifts to the non-moving party to produce “specific evidence, through affidavits or admissible discovery material, to show that the dispute exists.” Bhan v. NME Hosps., Inc., 929 F.2d 1404, 1409 (9th Cir.1991). The non-moving party cannot meet its burden merely by making assertions in its legal memoranda; rather, it must point to specific evidence in the record demonstrating a genuine issue for trial. Celotex Corp., 477 U.S. at 324, 106 S.Ct. 2548; Nissan Fire & Marine Ins. Co., Ltd., 210 F.3d at 1107 (<HOLDING>); S.A. Empresa De Viacao Aerea Rio Grandense Options: A. recognizing that the burden on summary judgment shifts to the nonmoving party once the moving party has met its initial responsibility of showing the absence of a triable issue of fact and that the moving party is entitled to summary judgment if the nonmoving party fails to make a sufficient showing on an essential element of the case B. holding the moving party must meet its burden by showing that is pointing out to the trial court that there is an absence of evidence to support the nonmoving partys case C. holding that the evidence is viewed in the light most favorable to the nonmoving party and all doubts are resolved against the moving party D. recognizing that even where a party has the burden of proof at trial that party need not produce proof supporting his claim in response to a motion for summary judgment unless the movant has first presented evidence that would negate an element of the nonmovants claim or indicates that the nonmovant will be unable to meet his burden at trial it is never enough simply to state that the nonmoving party cannot meet its burden at trial E. holding that once the moving party meets its burden the nonmoving party is obliged to produce evidence in response

assistant: The best answer is E. holding that once the moving party meets its burden the nonmoving party is obliged to produce evidence in response
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: Seller is a corporation duly organized, validly existing and in good standing under the laws of Canada. Seller has all power and authority, and all Consents of all Governmental Entities, required to own its property and conduct its business as now conducted and to exercise its rights and to perform its obligations under this Agreement and the Product Agreements. Seller is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification or good standing is required by applicable Law, except as individually or in the aggregate would not result in a Seller Material Adverse Effect.

assistant: Existence
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: Commencing on July 1, 2016 you will generally work out of the Company’s offices in New York, but will be expected to travel in connection with your duties as Chief Executive Officer as reasonably required. As Chief Executive Officer, you will (i) carry out your duties, as directed by the Board, in a diligent, competent, faithful and professional manner; (ii) work with other officers and employees of the Company and the Group Companies in a competent and professional manner; and (iii) generally promote the interests of the Group Companies. Your annual base salary payable by Criteo commencing as of July 1, 2016 will be $550,000 (your “ Salary ”), less applicable taxes, deductions and withholding. Your Salary will be payable in accordance with the Company’s standard payroll practices and subject to annual review by the Board.

assistant: Duties
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: depending on factors such as your equipment , internet connection and microsoft 's efforts to maintain the performance and integrity of its service , you may occasionally experience delays in uploading or syncing content on onedrive .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in no event will duolingo be liable to you or any third party claiming through you ( whether based in contract , tort , strict liability or other theory ) for indirect , incidental , special , consequential or exemplary damages arising out of or relating to the access or use of , or the inability to access or use , the service or any portion thereof , including but not limited to the loss of use of the service , inaccurate results , loss of profits , business interruption , or damages stemming from loss or corruption of data or data being rendered inaccurate , the cost of recovering any data , the cost of substitute services or claims by third parties for any damage to computers , software , modems , telephones or other property , even if duolingo has been advised of the possibility of such damages .

assistant: Limitation of liability
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 its handling of TSN’s inquiries in light of the waiver of notice: TSN had no means other than regular inquiries to obtain advance warning of trouble in its financing arrangements and of the potential need to seek alternative financing elsewhere. TSN does not argue that Presidential was obligated to respond to its inquiries, but maintains that when Presidential chose to respond, Presidential became obligated to respond honestly. The Court agrees that dishonesty in these circumstances would violate the implied covenant of good faith and fair dealing. Cf. Way man, 606 N.E.2d at 928 (concluding that creditor entitled to summary judgment on good faith and fair dealing claim because debtor failed to offer evidence “of any misrepresentation or dishonest act”); Flynn, 1993 WL 818771 at *3 (<HOLDING>). Accordingly, Presidential’s motion for Options: A. holding that evidence of misrepresentations by creditor might support conclusion of bad faith but concluding that any such misconduct was immaterial B. holding that evidence of counsels bad faith constituted unusual circumstances C. holding that a bad faith claim is a tort D. holding that future benefits are available upon a finding of bad faith because repudiation is a legal conclusion which the trial court reaches after the fact finder makes its determinations about whether there was a breach and whether the breach was in bad faith E. holding that the district court should consider the totality of the circumstances in determining whether the patentee acted in subjective bad faith and should consider whether circumstantial evidence would support an inference of bad faith

assistant: The best answer is A. holding that evidence of misrepresentations by creditor might support conclusion of bad faith but concluding that any such misconduct was immaterial
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 file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto (the “ Form 8-K ”), with the Commission within the time required by the Exchange Act. The Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted hereunder.

assistant: Publicity
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 Holder hereby represents and warrants to TPB that it owns exclusively, beneficially and of record and has good, valid and marketable title to the Warrant set forth opposite such Holder’s name on Schedule 1 free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to sell, transfer and deliver such Warrant, and such Holder does not own, directly or indirectly, any warrants to purchase common units of Intrepid other than such Warrant.

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 case excerpt and choose the best holding from the options. Case excerpt: omitted); see also Bullock v. Carter, 405 U.S. 134, 143 (1972) (observing that the fact a state sets regulations “tending to limit the field of candidates from which voters might choose . . . does not of itself compel close scrutiny”). Thus, with the exception of classifications based on wealth or minor-party status, Clements held that ballot-access restrictions are subject to a general balancing test “involv[ing] a consideration of the facts and circumstances behind the law, the interests the State seeks to protect by placing restrictions on candidacy, and the nature of the interests of those who may be burdened by the restrictions.” 457 U.S. at 963. ¶ 14. Clements applied the balancing test to a resign-to-run restriction contained in the Texas constitution and applicable wh (<HOLDING>); State ex rel. Carenbauer v. Hechler, 542 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. holding that a twoyear suspension of visitation privileges did not violate either the first amendments right to freedom of association C. holding that federal lobbying act does not violate lobbyists constitutional guarantees of freedom of speech and petitioning the government D. holding that doctrine does not violate equal protection E. holding that a nocontact order did not violate the right to freedom of association

assistant: The best answer is 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
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 provided below, if the Executive voluntarily terminates Continuous Service or if the Company terminates the Executive's Continuous Service during the Performance Period, in either case before a Change in Control, all Performance Shares will be immediately forfeited. If Executive remains in Continuous Service throughout the Performance Period, the Performance Shares shall vest and be earned as stated in Section 2.3 - 2.7 above based on the relative TSR of the Company.

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 Nonqualified Stock Option Agreement shall state when the Nonqualified Stock Option becomes exercisable ( i.e. “vests”) and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives and Performance Period upon which vesting is based, the manner in which performance shall be measured and the extent to which partial achievement of the Performance Objectives may result in vesting of the Option. The Participant may exercise the Nonqualified Stock Option, in full or in part, upon or after the vesting date of such Option (or portion thereof); provided, however, that the Participant may not exercise a Nonqualified Stock Option after the maximum term of such Option, as such term is specified in the Nonqualified Stock Option Agreement. Unless otherwise determined by the Administrator and specified in the Agreement governing the Award, no Nonqualified Stock Option shall be exercisable during a term of more than ten (10) years after the date on which it is granted. The Administrator may accelerate the exercisability of any Nonqualified Stock Option granted hereunder which is not immediately exercisable as of the date of grant.

assistant: Terms
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 constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related in any manner to the subject matter hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Commission in support of our endorsement clause is the State’s interest in promoting impartiality and the appearance of impartiality within the judiciary. As previously noted, without deciding whether impartiality or its appearance was a compelling state interest, the Court in White identified three possible variants of what is often meant by impartiality. Of the three, the one identified in White that appears to us most likely to rise to the level of a compelling state interest is the Court’s conception of impartiality that envisions a lack of bias for or against either party to a proceeding. See White, 536 U.S. at 775-76, 122 S.Ct. 2528. Since White, at least one other court has recognized this meaning of impartiality as a compelling state interest. See Dunleavy, 838 A.2d at 351 (<HOLDING>). Although the judicial conduct provision at Options: A. recognizing that the state has a compelling interest in preserving judicial impartiality and the appearance of impartiality defined in white as a lack of bias for or against either party to a proceeding B. recognizing and protecting the interest of municipality in preserving nonpartisan police force and appearance thereof C. recognizing the compelling interest in highway safety D. holding that the government interest in preventing crime is compelling E. holding that party waived special appearance

assistant: The best answer is A. recognizing that the state has a compelling interest in preserving judicial impartiality and the appearance of impartiality defined in white as a lack of bias for or against either party to a proceeding
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 342 U.S. 33 72 S.Ct. 10 96 L.Ed. 46 DIXONv.DUFFY, Warden. No. 79. Argued Oct. 16, 1951. Decided Nov. 5, 1951. Mr. Franklin C. Stark, Oakland, Cal., for petitioner. Mr. Clarence A. Linn, San Francisco, Cal., for respondent. PER CURIAM. 1 Petitioner was convicted in the California Superior Court in 1949 of making and possessing counterfeiting dies or plates in violation of Cal. Penal Code, 1949, § 480. He did not appeal, but sought to challenge the validity of his conviction by filing successive petitions for a writ of habeas corpus in the California Superior Court and California District Court of Appeal. 2 Following denial of these petitions, he instituted this case by filing an original petition for a writ of habeas corpus in the Supreme Court of California. The Supreme Court of California denied the petition without opinion, two justices thereof voting for issuance of the writ. We granted certiorari, 341 U.S. 938, 71 S.Ct. 995, 95 L.Ed. 1366, because of a serious claim that petitioner had been deprived of his rights under the Federal Constitution. 3 At the bar of this Court, the Attorney General of the State of California argued that habeas corpus was not a proper state remedy for determination of petitioner's federal claim. It is the position of the Attorney General that petitioner's failure to appeal in this case barred him from seeking post-conviction relief by way of a collateral habeas corpus proceeding. He admits that habeas corpus is available in California in cases involving certain exceptional circumstances, but contends that this is not such a case. If the Attorney General is correct, the judgment may rest on a non-federal ground, thus calling for dismissal of our writ of certiorari. In this state of uncertainty, we follow our precedents in Herb v. Pitcairn, 1945, 324 U.S. 117, 65 S.Ct. 459, 89 L.Ed. 789, and Loftus v. People of State of Illinois, 1948, 334 U.S. 804, 68 S.Ct. 1212, 92 L.Ed. 1737. 4 Accordingly, the cause is ordered continued for such period as will enable counsel for petitioner to secure a determination from the Supreme Court of California as to whether the judgment herein was intended to rest on an adequate independent state ground or whether decision of the federal claim was necessary to the judgment rendered. 5 Cause continued. 6 Mr. Justice DOUGLAS dissents. 7 Mr. Justice MINTON took no part in the consideration or decision of this case.

assistant: 9
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 trial court to choose among several legally correct outcomes. State v. Rogers, 330 Or 282, 312, 4 P3d 1261 (2000). Although we review the trial court’s decision for abuse of discretion, a court can “abuse” its discretion in different ways, depending on the circumstances; thus, the term has no hard and fast meaning. Liberty Northwest Ins. Corp. v. Jacobson, 164 Or App 37, 45-46, 988 P2d 442 (1999). A familiar but nonexclusive test for determining whether discretion has been abused is whether the decision reached was “clearly against reason and evidence.” Id. A court abuses its discretion, for example, when the relevant evidence is undisputed and does not rationally support the decision the court made. See Lambert v. American Dream Homes Corp., 148 Or App 371, 377, 939 P2d 661 (1997) (<HOLDING>). That is the case here. At trial, defendant Options: A. recognizing that although there were no limits placed on the defense counsels preparation it was surely reasonable for the defense to assume that there was no reason to present argument or evidence directed at whether the death penalty was either appropriate or permissible where the prosecution never argued for the application of the death penalty B. recognizing that where material facts are undisputed the court only decides the application of relevant law C. holding that where the relevant facts were undisputed the only question for review was whether there was any evidence or reason to support a dismissal for want of prosecution D. holding question of law applied to undisputed facts reviewed de novo E. recognizing the issue may be decided as a question of law if the facts are undisputed and support only one inference

assistant: The best answer is C. holding that where the relevant facts were undisputed the only question for review was whether there was any evidence or reason to support a dismissal for want of prosecution
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: right to be considered for executive clemency because the Governor allegedly had decided in November that he would not commute Wainwright’s death sentence. Contrary to Wainwright’s assertion, on December'9, in declining to recuse himself from deciding Wainwright’s fate, the Governor wrote Wainwright’s attorney that he would decide the case “fairly and impartially as [he was] obligated to do.” Plaintiff’s Complaint Exhibit 3, Wainwright v. Huckabee, No. LR-C-97-12 (E.D.Ark. Jan. 6, 1997). The district court consolidated the lawsuits and dismissed them with prejudice. Wainwright v. Brownlee, No. LR-C-97-11 (E.D.Ark. Jan. 7, 1997). Wainwright appeals. Under the established law of this circuit, Wainwright’s civil rights claims fail. See Whitmore v. Gaines, 24 F.3d 1032, 1034 (8th Cir.1994) (<HOLDING>); Pickens v. Tucker, 851 F.Supp. 363, 365 Options: A. holding that mere negligence does not implicate the right to due process B. holding that rcw 1040200 does not create a constitutional right to be advised of immigration consequences therefore failure to comply with statute does not create constitutional harm C. holding that doctrine does not violate due process D. holding that the federal constitutional right to a jury trial does not apply to decisions to impose consecutive sentences E. holding arkansas statute does not impose standards constraining discretion about granting clemency and thus does not create a constitutional right and invoke the due process clause

assistant: The best answer is E. holding arkansas statute does not impose standards constraining discretion about granting clemency and thus does not create a constitutional right and invoke the due process clause