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: between the defendants’ negligence and the harm caused” by April 5, 2005, at the latest. The plaintiffs argument regarding fiduciary tolling is also unavailing. The plaintiff contends that the defendants were fiduciaries who breached their duty to disclose their errors. The plaintiff alleges that the defendants withheld from him their accounting errors in 1998 and 1999, failed to inform him of the nature of the IRS examination, and refused to cooperate with him or his counsel during the tax court proceedings. He argues that the defendants’ failure to disclose these alleged breaches of duty tolls the limitation period. Assuming, without deciding, that the defendants acted in a fiduciary capacity, but see Sorenson v. H & R Block, Inc., 107 Fed. Appx. 227, 230-31 (1st Cir. 2004) (<HOLDING>); Block v. Razorfish, Inc., 121 F. Supp. 2d Options: A. recognizing special trust and confidence that must exist between attorney and client citations omitted B. holding that under massachusetts law agency or fiduciary relationship did not exist between tax preparer and its client C. holding that relationship between executor and estates beneficiaries is one that gives rise to fiduciary duty as matter of law D. holding that broker owed no fiduciary duty to client as a matter of law E. holding that agreements established agency relationship

assistant: The best answer is B. holding that under massachusetts law agency or fiduciary relationship did not exist between tax preparer and its client
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 Davis has not established that his conviction was the product of “a deliberate and especially egregious error ..., or one that ... combined with a pattern of prosecutorial misconduct ] might so infect the integrity of a proceeding as to warrant the grant of habeas relief.” Brecht, 507 U.S. at 638, n. 9. .2002) (same). We reject Davis’s contention that his attorney’s failure to contest the government’s references to his nickname, “Punchy,” amounted to a denial of effective assistance because these references “were not prejudicial in view of the fact that they were brief and isolated and in light of the substantial evidence of guilt adduced by the government.” United States v. Mitchell, 328 F.3d 77, 84 (2d Cir.2003); see also Fields v. Woodford, 309 F.3d 1095, 1108 (9th Cir.2002) (<HOLDING>). Davis contends that his trial counsel should Options: A. holding that to show prejudice in a claim of ineffective assistance of appellate counsel the petitioner must show a reasonable probability that but for counsels errors the result of the proceeding would have been different B. holding that defendant must show reasonable probability that but for counsels errors the sentence would have been significantly less harsh C. holding that a habeas petitioner must show that counsels errors actually prejudiced him D. recognizing that in order to prevail on a claim of ineffective assistance of counsel a movant must show that he was prejudiced by his counsels performance E. recognizing that defendant must show 1 that counsels performance was deficient and 2 that counsels errors prejudiced the defense

assistant: The best answer is C. holding that a habeas petitioner must show that counsels errors actually prejudiced him
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: figure by calculating the amount that MN Supply would have earned had it invested the profits it lost from 1997 to 2002 at an eighteen percent rate of return. Trial Tr. at 809-10. It appears to us that this figure therefore represents “prejudgment interest” under Minnesota law. See ZumBerge v. N. States Power Co., 481 N.W.2d 103, 110 (Minn.Ct.App.1992) (interpreting expert’s “calculation of the time value of the losses, i.e., what the ZumBerges would have accrued in interest if they would have put the loss amount in the bank each year earning 10% interest” as “prejudgment interest” such that expert’s calculation should not have been considered by the jury); Security Prot. Servs., Ltd. v. Evenson, Nos. C4-92-556, C8-92-561, C6-92-1336, 1993 WL 14338, *3 (Minn.Ct.App. Jan.26, 1993) (<HOLDING>). We conclude that the District Court correctly Options: A. holding that the proper measure of damages was the present value of all unaccrued payments that the plaintiff would have received if the contract had been performed B. holding that reinstatement was insufficient to remedy a wrongful suspension and that back pay must be awarded as the amount he would have received had he been retained in his job during that period less any amount he might have earned elsewhere C. holding that experts calculation of amount which plaintiff would have earned had it invested all of the money that it sought as damages was evidence of prejudgment interest that should not have been considered by the jury D. holding that regardless of insurers good faith denial of coverage plaintiff is entitled to recover interest to put it in position it would have been in if coverage had not been denied E. holding that the otherwise harmless violation of the automatic stay did not suffice to deprive the irs of the postpetition interest setoff to which it would have been entitled had it first sought a lifting of the stay from the bankruptcy court

assistant: The best answer is C. holding that experts calculation of amount which plaintiff would have earned had it invested all of the money that it sought as damages was evidence of prejudgment interest that should not have been considered by the jury
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: offender sentence on remand.”). We now resolve the conflict. II. ANALYSIS Before addressing the conflict issue, we must note the issues we do not resolve. The State has conceded that the evidence at sentencing was insufficient to sentence Collins as a habitual felony offender. Thus, the sufficiency of the evidence is not before us. Likewise, in Bover, we held that when the defense fails to object to the sufficiency of the evidence, the State may present additional evidence of habitual felony offender status. See Bover, 797 So.2d at 1251. Therefore, we do not decide that issue, either. Finally, we do not here eon-sider the effect on resentencing proceedings of two recent United States Supreme Court cases: Apprendi v. New Jersey, 530 U.S. 466, 491, 120 S.Ct. 2348, 147 L.Ed.2d 435 (2000) (<HOLDING>), and Blakely v. Washington, 542 U.S. 296, 303, Options: A. holding that the statutory maximum for apprendi purposes is the maximum sentence a judge may impose solely on the basis of the facts reflected in the jury verdict or admitted by the defendant and without any additional findings by the court B. holding facts elevating a sentence beyond the statutory maximum must be found by a jury C. holding that any fact other than that of a prior conviction that increases criminal penalties above the statutory maximum must be proven beyond a reasonable doubt and found by a jury D. holding that all facts that would enhance the defendants sentence above the statutory maximum must be found by a jury E. recognizing a claim that the sentence exceeded the statutory maximum

assistant: The best answer is D. holding that all facts that would enhance the defendants sentence above the statutory maximum must be found by a jury
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 recently fabricated or the witness must have a motive for testifying falsely. (See People v. Emerson (1983), 97 Ill. 2d 487, 501.) Obviously, the motive for defendant to testify that his statements were coerced existed prior to and when he made the writings. Defendant also asserts that the writings were also admissible under the curative admissibility or the completeness doctrines. The curative admissibility doctrine was not invoked at trial by defendant and, further, is irrelevant to the issue here. See 1 J. Wigmore, Evidence §15, at 731 (1983) (prior introduction of inadmissible evidence estops subsequent objection to other inadmissible evidence offered by opposing party); Chicago City Ry. Co. v. Bunding (1904), 210 Ill. 39; People v. Higgins (1979), 71 Ill. App. 3d 912, 931 (<HOLDING>). The completeness doctrine permits an opposing Options: A. holding that a party who fails to introduce evidence of the specific value of the marital residence is estopped from appealing the distribution based on that absence of evidence B. holding that new evidence must be evidence that is not merely cumulative C. holding that the rules of evidence normally applicable in criminal trials do not operate with full force at hearings before the judge to determine the admissibility of evidence there is therefore much to be said for the proposition that in proceedings where the judge himself is considering the admissibility of evidence the exclusionary rules aside from rules of privilege should not be applicable and the judge should receive the evidence and give it such weight as his judgment and experience counsel D. holding curative admissibility doctrine is not intended to operate so as to permit a party to introduce irrelevant evidence merely because his opponent brought out some evidence on the same subject but is limited to situations where necessary to eradicate undue prejudicial inference which might otherwise ensue from the introduction of the original evidence E. holding that new evidence is evidence not previously of record and not merely cumulative of other evidence

assistant: The best answer is D. holding curative admissibility doctrine is not intended to operate so as to permit a party to introduce irrelevant evidence merely because his opponent brought out some evidence on the same subject but is limited to situations where necessary to eradicate undue prejudicial inference which might otherwise ensue from the introduction of the original evidence
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: to read the provision to apply to either pre-loss or post-loss rights and duties, or both. In short, the provision is ambiguous. Because the provision is ambiguous, we construe it against its drafter and conclude that it prohibits only the assignment of pre-loss rights and duties. Our conclusion is consistent with what appears to be the majority rule. See, e.g., Conrad Brothers, 640 NW2d at 236-38 (citing cases); Insurance, 44 Am Jur 2d 102 § 801 (2003) (“In the absence of an express provision to the contrary, provisions relating to the consent of the insurer to an assignment do not relate to assignments after loss or to assignments as collateral security.” (Footnotes omitted.)). But see High-Tech-Enterprises, Inc. v. Gen. Accident Ins. Co., 430 Pa Super 605, 635 A2d 639 (1993) (<HOLDING>). Consequently, nothing in the policy affects Options: A. holding that insurance company could sue in insureds name following assignment of insureds interest against tortfeasor B. holding automobile exclusion in general liability policy did not apply because plaintiffs claim of negligent supervision and training was a separate and distinct theory of recovery from the use of an automobile C. holding that a similar exclusion denies coverage for property damage to the particular part of the real property that is the subject of the insureds work at the time of the damage if the damage arises out of those operations D. holding insureds failure to comply with notice provision in insurance policy resulted in no coverage for a newly acquired car E. holding that assignment of insureds rights to coverage for property damage under automobile insurance policy to automobile repairer was invalid because of antiassignment provision

assistant: The best answer is E. holding that assignment of insureds rights to coverage for property damage under automobile insurance policy to automobile repairer was invalid because of antiassignment provision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: subject matter, partitioning different topics — “consent regular items,” “planning and zoning,” “operation business,” “council policies,” and “appointments,” Village of Ruidoso Resolution 2012-16 at 3 — into different segments of the meeting without allowance for overlap. It would be hard for a city council to conduct its business without a similar structure. Even if the public input portion is analyzed on its own, the Court cannot reasonably conclude that the Governing Body has intentionally elevated it to the level of a traditional public forum. The Governing Body has not left open a courtyard to public protest or opened a university classroom to all comers on a fírst-come-fírst-served basis. See Widmar v. Vincent, 454 U.S. 263, 265, 102 S.Ct. 269, 70 L.Ed.2d 440 (1981) (Powell, J.)(<HOLDING>). The Governing Body has placed numerous Options: A. holding that communications between the university of colorados counsel and former employees of the university concerning activities during their period of employment may be protected by the attorneyclient privilege under the rationale presented in upjohn but holding that the university waived the privilege by disclosing the documents B. holding that limitations placed upon the religious activities of two prison groups found to be religious organizations were reasonable under the circumstances C. holding that religious exercise is any exercise of religion whether or not compelled by or central to a system of religious belief and that the use building or conversion of real property for the purpose of religious exercise shall be considered religious exercise D. holding that where a university routinely provides university facilities for the meetings of registered organizations it may not selectively disallow use for purposes of religious worship or religious teaching internal quotation marks omitted E. holding state university is not a person under 1983

assistant: The best answer is D. holding that where a university routinely provides university facilities for the meetings of registered organizations it may not selectively disallow use for purposes of religious worship or religious teaching internal quotation marks omitted
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: Rosters or Report of Incidents, that disclosure need not control the result here. In this case the DOJ has sufficiently demonstrated that the information withheld from the Daily Assignment Ros ters could reasonably be expected to endanger the life or physical safety of one or many individuals and thus falls within Exemption 7(F). As the BOP’s declarations explain, the Daily Assignment Rosters, “reveal the institution’s staffing levels, including how many correctional officers are present on each shift and where those officers are posted throughout the institution. This information could assist individuals in planning incidents, including assaults, homicides, and escape attempts.” 3d Christenson Decl. ¶42; cf. Anderson v. Fed. Bureau of Prisons, 806 F.Supp.2d 121, 128 (D.D.C. 2011) (<HOLDING>) identified in the investigation and resulting Options: A. holding that rule was not violated where officer stated he made a report but was unable to find it because there was no report to tender to counsel B. holding that a title vii retaliation claim was not properly before the court because although the plaintiff had not been fired when he filed his complaint the plaintiff never amended his complaint to include a claim of retaliation based on his termination C. holding an employers response to a complaint of sexual harassment was reasonable when the employer investigated the incident but the alleged harasser and supervising employee denied that the incident occurred D. holding that exemption 7f was properly invoked to withhold a bops prison incident report because it would likely result in harassment andor retaliation to possibly include physical assaults directed towards individuals E. holding that it was error for the trial court to refuse to permit plaintiff to amend his complaint to include a new affidavit and report complying with section 2622 where there was no indication that the plaintiffs failure to file the report earlier in the litigation was in bad faith

assistant: The best answer is D. holding that exemption 7f was properly invoked to withhold a bops prison incident report because it would likely result in harassment andor retaliation to possibly include physical assaults directed towards individuals
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had entered the curtilage of Wright’s residence without a warrant, the district court held that the state-court judge would have concluded that the warrant affidavit was tainted by an unconstitutional search. We have stated, however, that the mere fact that an affidavit contains facts gained through an illegal search does not necessarily require that the search warrant be voided. United States v. Jenkins, 396 F.3d 751, 760 (6th Cir.2005). Similar to the analysis in Franks, we have held that where a warrant affidavit contains both tainted and untainted information, a court must consider “the sufficiency of the untainted affidavit to see if probable cause exists without the tainted information.” Id.; see also United States v. Karo, 468 U.S. 705, 719, 104 S.Ct. 3296, 82 L.Ed.2d 530 (1984) (<HOLDING>). In this case, as we noted above, the search Options: A. holding that an affidavit did not provide probable cause sufficient to validate a warrant where the affidavit stated an incorrect date uncontradicted by any other specific fact in the affidavit B. holding that if sufficient untainted evidence was presented in the warrant affidavit to establish probable cause the warrant was nevertheless valid C. holding that the gang evidence was too stale to establish probable cause for a search warrant D. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant E. holding that there was probable cause for the issuance of a search warrant where the officers corroboration of events that occurred during the controlled buy as set forth in the affidavit provide sufficient probable cause

assistant: The best answer is B. holding that if sufficient untainted evidence was presented in the warrant affidavit to establish probable cause the warrant was nevertheless valid
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 notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram, telex, facsimile transmission or by registered or certified mail, postage prepaid, with return receipt requested, as follows: If to the Company: Penske Automotive Group, Inc. , 2555 Telegraph Road , Bloomfield Hills, Michigan 48302 , Facsimile: (248) 648-2515 , Attn: Shane M. Spradlin ; or to such other address or to the attention of such other person as the Company shall designate by written notice to the Grantee; and i f to the Grantee at the address set forth below or to such other address as the Grantee shall designate by written notice to the company. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the party to whom such notice is 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: Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and carry on its business as now conducted. Purchaser is duly qualified and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a material adverse effect on the on the business, assets, liabilities, financial condition or results of operations of Purchaser and its subsidiaries, taken as a whole.

assistant: Organizations
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b) , (ii) by way of participation in accordance with the provisions of Section 11.06(d) , (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(f) , (and any other attempted assignment or transfer by any party hereto shall be null and void) or (iv) to the Borrower solely for the purpose of carrying out the reallocation described in Section 2.01(b), provided that the Borrower shall subsequently assign such assigned or transferred rights or obligations to a Roll-Up Lender (as defined in the Existing DIP Agreement) no later than one (1) Business Day following such assignment or transfer to the Borrower. For purposes of this sub-clause (iv), any interest assigned to the Borrower shall not possess Borrower with any equitable interest or title and Borrower’s further assignment or transfer of such interest shall not be a “disbursement” under 28 U.S.C. § 1930. The Parties shall seek to have the foregoing sentence approved by the Bankruptcy Court in the Final Financing Order. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions hereof, each of the Parties agrees to use commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate to effectuate the provisions of this Agreement, provided , that all such actions are in accordance with applicable Law. From time to time, whether at or after the Closing, (i) Seller shall execute and deliver such further documents or instruments of conveyance, transfer and assignment and take all such other action as Buyer may reasonably require to more effectively convey, transfer and assign to Buyer any and all ownership, right, title and interest in and to the Acquired Assets, including executing documents or instruments necessary to permit Buyer to record the transfer, conveyance and/or assignment of any and all Transferred IP with any Governmental Entity and (ii) Buyer, and any other member of the Buyer Group, will execute and deliver such further instruments and take all such other action as Seller may reasonably require for such member of the Buyer Group to assume the Assumed Liabilities.

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: Terms used in this Form of Terms that are defined in the Plan will have the meanings ascribed to them in the Plan. The Long-Term Incentive Program Document (the “LTI Program Document”), an administrative document adopted by the Committee which is set forth at https:/mysource.southernco.com, contains additional provisions that apply to Performance Share Awards. Performance Share Awards are subject to the terms and conditions set forth in the Plan and any other administrative documents adopted by the Committee from time to time. If there is any inconsistency between the terms herein and the terms of the Plan or any administrative document adopted by the Committee, the Plan’s terms and the administrative document’s terms will supersede and replace the conflicting terms of this Form of Terms.

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: Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Effective Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary that will be in existence on and after the Closing Date and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Prior to the Closing Date, Purchaser shall have the right to assign this Agreement to an affiliated assignee, as long as such assignee shall assume and agree to perform in writing all of Purchaser’s obligations hereunder and Purchaser shall, simultaneously with such assignment, provide Seller with a copy of such written instrument, which notice shall be given at least fifteen (15) Business Days prior to Closing. Anything to the contrary set forth in the preceding sentence notwithstanding, Purchaser shall remain liable for all of the obligations of Purchaser under this Agreement, it being understood that any such assignment shall not be deemed to be a release of the assignor’s obligations hereunder.

assistant: Assignments
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 a court finds any term of this Agreement to be invalid, unenforceable, or void, the parties agree that the court will modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term will be severed and all other terms of this Agreement will remain in effect.

assistant: Enforceability
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 closing of the Exchange (the “ Closing ”) will take place at 11111 Santa Monica Boulevard, Suite 1840, Los Angeles, California 90025, or at such other place as the parties hereto mutually agree, on a date and at a time to be specified by the parties, which shall in no event be later than 10:00 a.m., local time, on the first business day following satisfaction of the conditions set forth in Sections 6 and 7 , provided that the other closing conditions set forth in this Agreement have been satisfied or, if permissible, waived in accordance with this Agreement, or on such other date as the parties hereto mutually agree (the “ Closing Date ”). At the Closing there shall be delivered to KYLK and Wilshire the certificates and other documents and instruments required to be delivered hereunder, including without limitation, under Sections 7 and 8 .

assistant: Closings
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 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Set forth in Annex III is a complete and correct list of all of the Subsidiaries of the Parent Borrower as of the Effective Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding direct ownership interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Annex III, each of the Parent Borrower and its Subsidiaries owns, free and clear of Liens, and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Annex III.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may not be assigned or transferred by Contractor. Should such an assignment or transfer occur, this Agreement shall become null and void at the discretion of the Company upon written notice by the Company to Contractor. Contractor acknowledges that the Company is relying on the personal skill and expertise of Contractor in performing the Consulting Services.

assistant: Assignments
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: established by the fact that produce frequently fell to the floor when employees filled the produce cases. Furthermore, a lack of reasonable care is not established merely because the employee working in the produce department was on a break when appellant fell. These facts do not lead to a reasonable inference that appellee or its agents were negligent and that negligence caused the grape to be on the floor. A jury would not properly be able to reach a conclusion of negligence on these facts as such a conclusion would be based on guess or conjecture. If other evidence existed upon which appellant could sustain this theory, that evidence should have been disclosed in opposition to appellee’s motion for summary judgment. See Roland, supra, 355 Pa.Super. at 500-02, 513 A.2d at 1033-34 (<HOLDING>); Brecher v. Cutler, 396 Pa.Super. 211, 578 Options: A. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed B. holding if immunity is raised as a basis in the motion for summary adjudication a substantial right is affected and the denial is immediately appealable C. holding alvarez and garza were not entitled to judgment as a matter of law on their affirmative defense of limitations when they did not negate the discovery rule in their summary judgment motions D. holding that if undisclosed evidence might have affected the disposition of the summary judgment motion the plaintiffs chose not to disclose the basis of their claim and they did so at their own risk E. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed

assistant: The best answer is D. holding that if undisclosed evidence might have affected the disposition of the summary judgment motion the plaintiffs chose not to disclose the basis of their claim and they did so at their own risk
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: seven most recent tax years. Added by the Act of December 21, 1998, P.L. 1225, 72 P.S. § 5490.5a. 4 . Where the question is one of statutory construction this Court’s review is plenary as it poses a pure issue of law. Frank Bryan, Inc. v. Workers’ Compensation Appeal Board (Bryan, Dec.d.), 921 A.2d 546, 549 n. 4 (Pa.Cmwlth.2007). 5 . While not employing the express word, "provided,” the sentence preceding Subsection (i) functions as a proviso. The natural and appropriate use of a proviso is to restrain or qualify some preceding matter, 1 Pa.C.S. § 1924, and it is generally confined to that which precedes it, unless it is clear that it was intended to apply to a subsequent matter. Orlosky, 304 Pa. at 62, 155 A. at 113. 6 . See also In re Appeal of Martin, 830 A.2d 616 (Pa.Cmwlth.2003) (<HOLDING>); Moyer v. Berks County Board of Assessment Options: A. holding that prejudgment interest should not be calculated based on a monthbymonth basis B. holding that plaintiff is entitled to damages in an amount to be calculated on the involuntary loan theory C. holding that the defendants sentence was based on the career offender guidelines despite the fact that the district court calculated an offense level pursuant to the crack guidelines D. holding that rollback taxes are calculated on the basis of the entire tract from which the splitoff parcel was created E. holding that prejudgment interest should not be calculated based on a paycheckbypaycheck basis

assistant: The best answer is D. holding that rollback taxes are calculated on the basis of the entire tract from which the splitoff parcel was created
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 5.9 of the Exchange Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company shall give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: objectives, and spirit of the statute based on good sound reasoning.’ ” Scott v. Ashland Healthcare Ctr., Inc., 49 S.W.3d 281, 286 (Tenn.2001) (quoting State v. Turner, 913 S.W.2d 158, 160 (Tenn.1995)). Component parts of a statute are to be construed, if possible, consistently and reasonably. See State v. Alford, 970 S.W.2d 944, 946 (Tenn.1998). Aiding in our interpretation of legislative intent are the maxims of nosci-tur a sociis and ejusdem generis. Under the doctrine of noscitur a sociis, “the meaning of questionable or doubtful words or phrases in a statute may be ascertained by reference to the meaning of other words or phrases associated with it.” Black’s Law Dictionary 1060 (6th ed.1990); see also Hammer v. Franklin Interurban Co., 209 Tenn. 399, 354 S.W.2d 241, 242 (1962) (<HOLDING>). The doctrine of noscitur a sociis permits Options: A. holding that the phrases in connection with and associated with are synonymous with the terms with respect to with reference to and relating to which mean connected by reason of an established or discoverable relation B. holding that statutory terms should be construed with reference to their associated words and phrases C. holding that if the statutory terms are unambiguous a courts review ends and the statute is construed according to the plain meaning of its words D. recognizing that in the absence of a statutory definition statutory terms are construed in accordance with their ordinary or natural meaning E. holding that the meaning of doubtful terms or phrases may be determined by reference to their relationship with other associated words or phrases noscitur a sociis

assistant: The best answer is B. holding that statutory terms should be construed with reference to their associated words and phrases
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: Jagged Peak Energy Inc. (the “ Company ”) has adopted this Executive Severance Plan (this “ Plan ”) to provide for the payment of severance or change in control benefits to Eligible Individuals (as defined below). The Plan was approved by the Board of Directors of the Company (the “ Board ”) to be effective as of April 14, 2017 (the “ Effective Date ”).

assistant: Effective Dates
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: ease — at least not in the first instance. It is up to the Board, not ' the courts, to make labor policy. See Amalgamated Clothing and Textile Workers v. NLRB, 736 F.2d 1559, 1566 n. 5 (D.C.Cir.1984) (“Because requiring unions ... to have full time organizers present during each labor campaign raises serious questions of labor policy, it is an issue for the Board, not the courts, to settle.”). Moreover, it is irrelevant that the court agrees with the Board’s decision: “We emphasize that we harbor no disagreement with the Board’s policy choices. We ask only for a clear statement of what those choices and the reasons for them are.” Sullivan Industries, 957 F.2d at 905 n. 12; cf. Securities & Exchange Comm’n. v. Chenery Corp., 318 U.S. 80, 94-95, 63 S.Ct. 454, 462-63, 87 L.Ed. 626 (1943) (<HOLDING>). Accordingly, we remand this ease to the Board Options: A. holding that court can affirm administrative order only on grounds on which agency relied and noting that the orderly functioning of the process of review requires that the grounds upon which the administrative agency acted be clearly disclosed and adequately sustained B. recognizing that this court may affirm summary judgment on grounds other than those relied upon by the motion justice C. holding that a motion for administrative reconsideration which congress did not order the agency to entertain which the agency dismissed in relevant part on procedural grounds and which the petitioner filed over sixty days after the agency acted cannot effectively extend retroactively the thirtyday period congress specified for judicial review petitions D. holding we may affirm on any grounds supported by the record even those not relied upon by the district court E. holding where movant asserts several grounds in support of its summary judgment motion and the trial court does not specify the grounds on which judgment was granted the reviewing court can affirm the judgment if any of the grounds are meritorious

assistant: The best answer is A. holding that court can affirm administrative order only on grounds on which agency relied and noting that the orderly functioning of the process of review requires that the grounds upon which the administrative agency acted be clearly disclosed and adequately sustained
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: concept of implied-consent laws that impose civil penalties and eviden-tiary consequences on motorists who refuse to comply . .. and nothing we say here should be read to cast doubt on them."). 14 4 Wayne R. LaFave et al., Search & Seizure: A Treatise on the Fourth Amendment, § 8.2(1) at 164-65 (5th ed. 2012). 15 The Supreme Court of Georgia has explained: "To hold that the legislature could nonetheless pass laws stating that a person 'impliedly' consents to searches under certain circumstances where a search would otherwise be unlawful would be to condone an unconstitutional bypassing of the Fourth Amendment." Cooper v. State, 587 S.E.2d 605, 612 (Ga. 2003) (quoting Hannoy v. State, 789 N.E.2d 977, 987 (Ind. App. 2003)). 16 Aviles v. State, 443 S.W.3d 291, 294 (Tex. Ct. App. 2014) (<HOLDING>). 17 The Birchfield Court noted that "[t]here Options: A. recognizing that consent is an exception to the warrant requirement and that voluntariness of consent depends on the totality of the circumstances B. holding that the implied consent law allows law enforcement officers to obtain blood in circumstances in which a warrant or actual consent may otherwise be required C. holding that implied consent and blood draw statutes are not permissible exceptions to the warrant requirement and stating that to hold otherwise flies in the face of mcneelys repeated mandate that courts must consider the totality of the circumstances of each case D. holding that independent of the implied consent law the fourth amendment requires an arrestees consent to be voluntary to justify a warrantless blood draw E. holding that the implied consent statutes are irrelevant when the defendant gives actual consent to a blood or breath test

assistant: The best answer is C. holding that implied consent and blood draw statutes are not permissible exceptions to the warrant requirement and stating that to hold otherwise flies in the face of mcneelys repeated mandate that courts must consider the totality of the circumstances of each case
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: unspecified “rules and regulations” promulgated by “Defendants” that allegedly “provided plaintiff with certain due process rights.” (Id. ¶ 25). As to the first two theories, it might be assumed that if Plaintiff could show that he was a Bibb County employee subject to the personnel system established by § 45-4-120 or the County Personnel Policies, such could confer a legitimate expectation of continued employment giving rise to a property interest. See Brown v. Georgia Dep’t of Rev., 881 F.2d 1018, 1028 (11th Cir.1989); Lassiter v. Covington, 861 F.2d 680, 683-84 (11th Cir. 1988); Haddler v. Walker County, Ala., 2014 WL 2465322, at *4 n. 3 (N.D.Ala. May 30, 2014); Key v. Morgan County Sheriffs Office, 2012 WL 1340099, *7 (N.D.Ala. Apr. 12, 2012). However, under Alabama law, c .1988) (<HOLDING>), nor to a personnel policies manual covering Options: A. holding a county and a road district had standing to sue state highway commission and county tax collector based on their interest in and control over the public roads of the county B. holding that investigator employed by the etowah county district attorney was a state employee not covered by a county merit system C. holding that the county attorney had de facto authority and noting that the objection to the county attorneys authority was first made on appeal D. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions E. holding that a county investigator was not entitled to protection under veterans tenure act

assistant: The best answer is B. holding that investigator employed by the etowah county district attorney was a state employee not covered by a county merit system
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that he “was simply in the wrong place at the wrong time.” We held that the defendant’s prior drug conviction was admissible to prove intent. Chavis, 429 F.3d at 668. In Macedo, the defendant was arrested at O’Hare airport after he met two Mexican nationals who had attempted to smuggle methamphetamine into the country. At trial, he claimed that he had nothing to do with the drug conspiracy and was at the airport “by happenstance.” We held that a nine-year-old drug conviction was admissible to prove intent. Macedo, 406 F.3d at 793. In this case, Hurn conceded in his closing argument that he knew there were cash and drugs in the home, but maintained that he did not know how much cash or what kind of drugs were there because none of it was his. He maintained that he sta 39 (2d Cir.2002) (<HOLDING>). Here, Hum’s previous conviction involved Options: A. holding that evidence of a 10yearold drug conviction was properly admitted to show intent in a prosecution for possession with intent to distribute B. holding that prior drug trafficking conviction was admissible to prove intent to distribute C. holding that a district court errs by admitting a twelveyearold drug conviction to prove intent in a subsequent drug prosecution D. holding prior drug deals admissible to prove knowledge of the drug trade E. holding a fiveyear old drug conviction is probative of a defendants state of mind in a drug conspiracy case

assistant: The best answer is C. holding that a district court errs by admitting a twelveyearold drug conviction to prove intent in a subsequent drug prosecution