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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Term of employment hereunder will commence on the Effective Date and end on the third anniversary of the Effective Date and may be extended for additional one (1) year periods (each a “ Renewal Term ”) by written notice given by the Corporation to the Executive at least 60 days before the expiration of the Term or the Renewal Term, as the case may be, unless this Agreement shall have been terminated pursuant to Section 6 of this Agreement.

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: The substantive laws of the State of Washington shall apply to govern the construction of the Loan Documents and the rights and remedies of the parties, except where the location of the Collateral for the Loan may require the application of the laws of another state or where federal laws, including the Farm Credit Act of 1971, as amended, may be applicable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by looking to the plain meaning of the language used in the statute. State v. Smith, 2004-NMSC-032, ¶ 9, 136 N.M. 372, 98 P.3d 1022. We avoid any construction that would be “absurd, unreasonable, or contrary to the spirit of the statute.” Id. ¶ 10. To search for legislative intent, we look at the overall structure and function of the statute in the comprehensive legislative scheme, we consider any particular provision in reference to the statute as a whole as well as to other statutes dealing with the same subject, and we strive to read different enactments as harmonious. Id. We are without power to revise the language used in a criminal statute. State v. Powell, 114 N.M. 395, 403, 839 P.2d 139, 147 (Ct.App.1992); see State v. Javier M., 2001-NMSC-030, ¶ 32, 131 N.M. 1, 33 P.3d 1 (<HOLDING>); Torres v. State, 119 N.M. 609, 612, 894 P.2d Options: A. holding that court must construe statute as whole giving meaning to all parts so that no part is superfluous B. holding with respect to a general motion for directed verdict that it raised the question as to the sufficiency of the evidence on venue an essential part of the governments case internal quotation marks and citation omitted C. holding that a statute should not be construed so as to invalidate other parts of the same statute D. holding that apprendi error is harmless if the court finds beyond a reasonable doubt that the result would have been the same absent the error internal quotation marks and citation omitted E. holding that a statute must be construed so that no part of the statute is rendered surplusage or superfluous internal quotation marks and citation omitted

assistant: The best answer is E. holding that a statute must be construed so that no part of the statute is rendered surplusage or superfluous internal quotation marks and citation 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: covered by § 2A2.2 involves a single victim. United States v. Moore, 997 F.2d 30, 36-37 (5th Cir.1993). Even an intentional assault with respect to the victim may be committed in an excessively reckless manner with regard to others. Indeed, courts have acknowledged that endangering third parties is a valid basis for departure in similar circumstances. See, e.g., Wolfe, 435 F.3d at 1300 (observing that an upward departure for excessive reckless may be warranted when the defendant’s conduct poses a threat to public safety); United States v. Hardy, 99 F.3d 1242, 1249-52 (1st Cir.1996) (rejecting a challenge to a sentencing court’s upward departure based on the unusual level of risk to others associated with defendant’s illegal possession of firearms under § 5K2.0); Moore, 997 F.2d at 37 (<HOLDING>). Section 2A2.2 does not take into Options: A. holding that a court may depart upward based upon a third partys injury in an assault case B. holding that the trial court may not depart downward based on the quantity of money stolen in a theft case based on the reasoning in atwaters C. recognizing that a defendant may appeal a district courts refusal to depart downward if the sentence was imposed in violation of law because the district court misconstrued its authority to depart D. holding that a district court may depart upward based upon a significant number of fraudulent schemes conducted by the defendant E. holding that a district court may depart upward based upon based criminal conduct when such conduct is not included in the computation of criminal history category

assistant: The best answer is A. holding that a court may depart upward based upon a third partys injury in an assault 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: (citation and internal quotation marks omitted)); Iannaccone v. Law, 142 F.3d 553, 558 (2d Cir.1998). 2 . On April 25, 2014, Plaintiff filed another action against various government employees pursuant to 42 U.S.C. § 1983. See Complaint, Bussie v. Government Accountability Office, No. 14-CV-2665 (E.D.N.Y.2014). By Memorandum and Order dated May 23, 2014, the Court denied Plaintiff's request to proceed in forma pauperis and ordered Plaintiff to pay the $400 filing fee in order to proceed with that action. 3 . Plaintiff is advised that even a fee-paid pro se complaint may be dismissed sua sponte if the Court lacks subject matter jurisdiction or if the complaint is frivolous. Fed.R.Civ.P. 12(h)(3); Fitzgerald v. First East Seventh St. Tenants Corp., 221 F.3d 362, 363 (2d Cir.2000) Options: A. recognizing that a district court may sua sponte dismiss a complaint for failure to serve after notice to the plaintiff B. holding that the district court had no right to apply the statute of limitations sua sponte because it had been waived C. holding that a court may sua sponte dismiss pursuant to rule 41b for failure to comply with a court order D. holding that the district court cannot remand sua sponte for defects in removal procedure E. holding that a district court may dismiss a frivolous complaint sua sponte notwithstanding the fact that the plaintiff paid the statutory filing fee

assistant: The best answer is E. holding that a district court may dismiss a frivolous complaint sua sponte notwithstanding the fact that the plaintiff paid the statutory filing fee
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 possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity, legality and enforceability of the other provision of this Agreement will not be affected or impaired thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of such Loan Party and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Loan Party, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Loan Party or its Subsidiaries, as the case may be), except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 1.3(c) and are intended to be and shall be used in compliance with Section 5.8 . Neither the Borrower nor any of its Subsidiaries is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. Proceeds of the Loans shall not be used for the purpose of purchasing or carrying Margin Stock. As of the Closing Date, neither the Borrower nor any of its Subsidiaries owns any Margin Stock.

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: This Award Agreement contains the entire understanding between the parties with respect to the Deferred Units granted hereunder (including, without limitation, the vesting and delivery schedules described herein), and hereby replaces and supersedes any prior communication and arrangements between the Participant and the Partnership or any of its Affiliates with respect to the matters set forth herein and any other pre-existing economic or other arrangements between the Participant and the Partnership or any of its Affiliates.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall have paid to each Agent, each Arranger, each Bookrunner and each Syndication Agent the fees payable on or before the Funding Date referred to in Section 2.12(c) and (d) and all expenses payable pursuant to Section 10.2 which have accrued to the Funding Date.

assistant: Fees
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: if you reside in the united states or are otherwise subject to the us federal arbitration act , you and evernote agree that any and all disputes or claims that have arisen or may arise between us - except any dispute relating to the enforcement or validity of your , our or either of our licensors ' intellectual property rights - shall be resolved exclusively through final and binding arbitration , rather than in court , except that you may assert claims in small claims court , if your claims qualify .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In accordance with Section 6.06 of the BSA, subject to the simultaneous consummation of the Exchange Offers, the undersigned hereby waive compliance with any and all restrictions, limitations and other provisions set forth in Section 3.04 of the BSA, including without limitation Section 3.04(m) thereof, that could directly or indirectly prohibit, restrict or limit in any manner (including without restriction requiring the consent of Section 3.04 Benefited Parties) consummation or effectiveness of the transactions described in Exhibit A , 35 regardless of whether such a waiver is actually required in order to consummate or effect such transactions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: method may inadvertently result in pain does not establish the sort of ‘objectively intolerable risk of harm’ necessary to establish an Eighth Amendment violation. Id. at *2 (quoting Baze, 553 U.S. at 50,128 S.Ct. 1520). After fully reviewing Pardo’s challenges to lethal injection and examining the record upon which he relies, we deny Pardo’s constitutional challenges to Florida’s lethal injection protocol because his allegations are based primarily on speculation and conjecture. In this way, Pardo’s claim falls short of the heavy burden of affirmatively showing that Florida’s lethal injection protocol in effect is sure or very likely to cause serious illness and needless suffering, or that it will result in a substantial risk of serious harm. See Baze, 558 U.S. at 50, 128 S.Ct. 1520 (<HOLDING>). Accordingly, we affirm the circuit court’s Options: A. holding that final agency action under the apa 5 usc 704 must be the consummation of the agencys decisionmaking process must not be of a merely tentative or interlocutory nature and must be one by which rights or obligations have been determined or from which legal consequences will flow first quoting chi s air lines inc v waterman ss corp 333 us 103 113 68 sct 431 92 led 568 1948 and then quoting port of bos marine terminal assn v rederiaktiebolaget transatlantic 400 us 62 71 91 sct 203 27 led2d 203 1970 B. holding that the defendant must demonstrate that the conditions presenting the risk must be sure or very likely to cause serious illness and needless suffering and give rise to sufficiently imminent dangers quoting helling 509 us at 33 3435 113 sct 2475 C. holding that the first amendment does not by itself give rise to a cause of action for damages D. holding that a defendant must demonstrate a knowing waiver E. holding that untimely provision of medication to hivpositive in mate did not cause sufficiently serious injury to give rise to an eighth amendment violation

assistant: The best answer is B. holding that the defendant must demonstrate that the conditions presenting the risk must be sure or very likely to cause serious illness and needless suffering and give rise to sufficiently imminent dangers quoting helling 509 us at 33 3435 113 sct 2475
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have applied. Virsnieks, 521 F.3d at 713. In fact, he does not show that the decision was incorrect, let alone “so incorrect that it lies outside of the range of reasonable conclusions.” Jones, 525 F.3d at 503. Therefore, Crockett has not satisfied his burden under AEDPA. See Rizzo, 528 F.3d at 505 (rejecting habeas petition and noting that Rizzo claimed constitutional violations “but stop[ped] short of stating which Supreme Court case injurious effect on the jury’s verdict because the juror’s affidavits showed that they accepted his trial testimony, which would very likely have resulted in an acquittal if they had received clarification on the meaning of “abet.” The district court disagreed with Crockett, finding the Illinois Appellate Court’s decision that 2d 439 (N.Y.App.Div.1984) (<HOLDING>). The court concluded that Crockett did not Options: A. holding jury verdict not inconsistent where jury unanimously determined that plaintiff failed to prove two elements necessary to recovery despite jurys failure to answer other questions on the special verdict form B. holding that it was error for the trial judge to answer a jurys question without giving defendants counsel an opportunity to be heard before the trial judge responded C. holding that it was reversible error for a trial court to fail to answer a jurys question on the burden of proof for two hours after which the jury returned a verdict D. holding that trial court did not commit reversible error when it submitted admissibility of evidence question to jury because the trial court had independently decided the question E. holding that it was not reversible error to fail to answer the jurys question where the trial judge was presiding over closing arguments in a codefendants case when the question was asked and the jury reached a result before the judge could confer with the parties

assistant: The best answer is C. holding that it was reversible error for a trial court to fail to answer a jurys question on the burden of proof for two hours after which the jury returned a verdict
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: 2140, 158 L.Ed.2d 938 (2004). If we were to apply federal preemption principles in the manner urged by Dewald, we would in effect “create a new rule” because the scope of FECA preemption would be transformed from an open question into a settled principle. This result would be particularly troubling considering the number of other federal courts that have concluded that the FECA does not preempt various state laws. See Janvey v. Democratic Senatorial Campaign Comm., Inc., 712 F.3d 185, 200-01 (5th Cir.2013) (collecting cases from the Second, Fifth, and Eighth Circuits in concluding that the FECA does not preempt a receiver’s attempts under Texas law to recoup fraudulently obtained political contributions); see also Karl Rove & Co. v. Thornburgh, 39 F.3d 1273, 1280-81 (5th Cir.1994) (<HOLDING>). Because no Supreme Court case has held that Options: A. holding that the feca does not preempt a state law addressing the financial liability of candidates for the debts of their principal campaign committees B. holding section 10 of faa is procedural and does not preempt state common law C. holding that fehba does not completely preempt state law D. holding flsa did not preempt state law fraud claim E. holding that faa does not preempt state law when determining date of perfection

assistant: The best answer is A. holding that the feca does not preempt a state law addressing the financial liability of candidates for the debts of their principal campaign committees
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 an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “ Mandatory Default Amount ”. The Mandatory Default Amount means 40% of the outstanding Principal Amount of this Note, will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 20% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 3.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

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 representations and warranties of the Loan Parties contained in this Agreement or any of the other Loan Documents shall survive the execution, delivery and acceptance thereof by Administrative Agent and each Lender and the parties thereto and the closing of the transactions described therein or related thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized capital stock and other equity and equity-linked interests of Seller consist solely of those set forth on Section 4.3 of the Disclosure Schedule, which such schedule sets forth the equity capital structure of Seller by listing thereon the number of shares of capital stock, other equity and equity-linked interests of Seller which are authorized and which are issued and outstanding and the record holders and the amounts held by such record holders of such shares. All of the outstanding capital stock of Seller is validly issued, fully paid, non-assessable and not certificated. There are no options, warrants, profits interests, phantom units or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued equity or equity-linked interests of Seller or obligating Seller or Equityholder to issue or sell any equity interests or equity-linked interests. There are no outstanding contractual obligations of Seller or Equityholder to repurchase, redeem or otherwise acquire any of the equity interests or equity-linked interests of any Person, including Seller, or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person, including Seller. The capital stock and other equity and equity-linked interests of Seller have been issued in compliance with all applicable securities Laws and other applicable Laws and in accordance with Seller’s Organizational Documents. As of immediately prior to the Closing, each Equityholder is the sole record and sole beneficial owner of the capital stock and other equity and equity-linked interests of Seller and set forth opposite its name on Section 4.3 of the Disclosure Schedule, free and clear of any Liens .

assistant: Capitalization
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: Terminate or withdraw, or permit any Subsidiary to terminate or withdraw, from any plan defined in Section 4021(a) of ERISA in respect of which the Company or any Subsidiary is an "employer" or a "substantial employer" as defined in Sections 3(5) and 4001(a)(2) of ERISA, respectively, so as to result in any material liability of the Company or any of its Subsidiaries to the PBGC pursuant to Subtitle A of Title IV of ERISA or material liability of the Company or any of its Subsidiaries to such plan; engage, or permit any Subsidiary to engage, in any "prohibited transaction" (as defined in Section 4975 of the Code) involving any such plan which would result in a material liability for an excise tax or civil penalty in connection therewith; incur or suffer to exist, or permit any Subsidiary to incur or suffer to exist, any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, involving any such plan; incur, or permit any Subsidiary to incur, any withdrawal liability in connection with a "complete withdrawal" or a "partial withdrawal", as defined in Sections 4203 and 4205, respectively, of ERISA, with respect to any multiemployer plan as defined in Section 3(37) of ERISA; establish, or permit any Subsidiary to establish, any new employee pension benefit plans; or increase or permit any Subsidiary to increase the benefits under any employee pension benefit plans.

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: THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: about a material fact is ‘genuine,’ that is, if the evidence is such that a reasonable [trier of fact] could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); see also Eli Lilly & Co. v. Barr Labs., Inc., 251 F.3d 955, 971 (Fed.Cir.2001); Gen. Elec. Co. v. Nintendo Co., 179 F.3d 1350, 1353 (Fed.Cir.1999). If the nonmoving party produces sufficient evidence to raise a question as to the outcome of the case, the motion for summary judgment should be denied. “The moving party in a summary judgment motion has the burden to show ‘that there is an absence of evidence to support the non-moving party’s case[.]’ ” Crown Operations Int’l v. Solutia Inc., 289 F.3d 1367, 1377 (Fed.Cir.20 1358, 1361 (Fed.Cir.1998) (<HOLDING>). The purpose of summary judgment is “ ‘to Options: A. holding that in determining the propriety of summary judgment credibility determinations may not be made B. holding that credibility determinations are for the jury C. holding that summary judgment is not appropriate if the resolution of material issues depends upon credibility determinations D. holding that summary judgment is not appropriate where matters of credibility and determining the weight of the evidence exist E. holding that credibility determinations should not be resolved at the summary judgment stage

assistant: The best answer is A. holding that in determining the propriety of summary judgment credibility determinations may not be made
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: Promptly after any Responsible Officer of the Borrowers obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any default or event of default under the ABL Credit Agreement or any refinancing thereof, any Permitted Pari Passu Notes Documents or any Permitted Junior Debt or other debt instrument in excess of the Threshold Amount, (iii) any litigation, or governmental investigation or proceeding pending against Parent or any of its Subsidiaries which would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect or (iv) any other event, change or circumstance that would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

assistant: Litigations
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall have paid or made arrangements to pay contemporaneously with the effectiveness of the Incremental Commitment Amendment all fees and expenses required to be paid in connection therewith (including all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent)).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, provided that the Participant has remained continuously employed through the applicable Vesting Date, the Units will vest on December 31, 2018 (the “Vesting Date”).

assistant: Vesting
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 have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local, or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “ Tax Date ” ), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option and except as may be prohibited by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise; or (E) any combination of (A), (B), and (C), in each case to the extent set forth in the Agreement relating to the award or as otherwise authorized by the Committee. Shares of Common Stock to be delivered or withheld may have an aggregate Fair Market Value up to the maximum amount required as may be necessary to satisfy the withholding obligations in this Section 5.5 , and the shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. To the extent applicable, a participant may satisfy his or her withholding obligation only with shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from such registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares purchased upon exercise of the Option prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, or prior to the obtaining of any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive recognizes and acknowledges that the Proprietary Information (as defined in below) is a valuable, special and unique asset of the business of the Company and its affiliates. As a result, both during the Term and thereafter, the Executive will not, without the prior written consent of the Company, for any reason divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company and its affiliates, any Proprietary Information. Notwithstanding the foregoing, if the Executive is compelled to disclose Proprietary Information by court order or other legal or regulatory process, to the extent permitted by applicable law, he shall promptly so notify the Company so that it may seek a protective order or other assurance that confidential treatment of such Proprietary Information shall be afforded, and the Executive shall reasonably cooperate with the Company and its affiliates in connection therewith. If the Executive is so obligated by court order or other legal process to disclose Proprietary Information it will disclose only the minimum amount of such Proprietary Information as is necessary for the Executive to comply with such court order or other legal process.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: because new evidence has come to light that was not available to the claimant at the time of the administrative proceeding and that evidence might have changed the outcome of the prior proceeding. The statute provides that following a sentence six remand, the Secretary must return to the district court to “file with the court any such additional or modified findings of fact and decision, and a transcript of the additional record and testimony upon which his action in modifying or affirming was based.” Melkonyan, 501 U.S. at 98, 111 S.Ct. at 2163 (quoting 42 U.S.C. § 405(g)); see also Travis v. Sullivan, 985 F.2d 919, 923-24 (7th Cir.1993) (remanding case on plaintiffs motion for the taking of additional medical evidence); cf. Labrie v. Secretary of HHS, 976 F.2d 779, 782 (1st Cir.1992) (<HOLDING>). Under a sentence six remand, the district Options: A. holding the issue of standing is waived if not asserted at the district court level B. holding that because the district court does not retain jurisdiction sentencefour social security remands do not fall within the scope of hudson and noting that the court had limited hudson to a narrow class of qualifying administrative proceedings where the district court retains jurisdiction of the civil action pending the completion of the administrative proceedings internal quotation marks and citation omitted C. recognizing the retention of jurisdiction at the district court level in sentence six remands D. recognizing that we review the sentence imposed by a district court under the abuse of discretion standard E. 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

assistant: The best answer is C. recognizing the retention of jurisdiction at the district court level in sentence six remands
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 Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

assistant: Participations
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 audited consolidated balance sheets of the Company and its consolidated subsidiaries as of December 31, 2015, 2016 and 2017, and the audited consolidated statements of income, stockholders’ or other equity holders’ equity and cash flows for such fiscal years, reported on by and accompanied by a report from PricewaterhouseCoopers LLP, copies of which have heretofore been made available to each Lender, present fairly in all material respects the consolidated financial position of the Company as of such date and the consolidated results of operations, shareholders’ or other equity holders’ equity and cash flows of the Company for the years then ended.

assistant: Financial Statements
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: deposition testimony attached. One issue raised on appeal is whether Kleinheitz’s deposition testimony can be considered for purposes of the motion for summary judgment. The estate maintains that since the deposition testimony was not attached to a pleading and was not offered and introduced into evidence, it cannot be considered, citing Dyes v. Isuzu Motors Ltd. in Japan, 611 So.2d 126 (La.App. 1 Cir.1992). In Dyes, this court concluded that a document identified as a release, which had been attached to a [ ^memorandum, could not be considered in ruling on the motion for summary judgment, stating, “[memoran-da are not considered pleadings ... consequently, attachments thereto should not be considered by the trial court in resol ncil No. 5747, 03-1533 (La.2/20/04), 866 So.2d 228, 232 (<HOLDING>). Article 966 B does not require that Options: A. holding in part that the presumption of public access attaches to pretrialnondiscovery motions whether preliminary or dispositive and the materials briefs and documents filed with the court in support of or in opposition to such motions but not to pretrial discovery motions B. holding that evidence not submitted to the district court cannot be part of the record on appeal C. holding that ajffidavits in support of or in opposition to motions for summary judgment must be filed into evidence at the hearing on the motion or filed into the record in order for the affidavits to be part of the record on appeal emphasis added D. holding that trial court did not err in ruling on appellees motion for summary judgment before appellees complied with appellants discovery request when the record reflected that appellant filed a motion to compel three days before the hearing and the record did not reveal any effort on the part of appellant to secure a ruling from the trial court on its motion to compel or object at the trial court hearing the motion for summary judgment prior to ruling on the motion to compel E. holding that this line of cases was not on point and that no error was apparent on the face of the record due to lack of reporters record from defaultjudgment hearing because the judgment reflected that it was based only on the pleadings and affidavits that were in the record

assistant: The best answer is C. holding that ajffidavits in support of or in opposition to motions for summary judgment must be filed into evidence at the hearing on the motion or filed into the record in order for the affidavits to be part of the record on appeal emphasis added
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 Member has not (i) violated or is in violation of any applicable provision of the Anti-Corruption Laws, (ii) promised, offered, provided, attempted to provide, or authorized the provision of anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improper advantage; or (iii) made any payment of funds of or received or retained any funds in violation of any Anti-Corruption Laws.

assistant: Anti-Corruption 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: Except as shown on Schedule 4.11 , no consent of any Person is necessary to the execution, delivery, or performance of this Agreement by Alliance. Notwithstanding the foregoing, with respect to parties to Contracts with Alliance, this representation shall only pertain to those Contracts that (i) are included in the Alliance Assets and (ii) provide or may reasonably be anticipated to entail aggregate payments in excess of $5,000.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is focused on whether, under the facts of this case, PECO interfered with, restrained, or coerced its employees in organizing, forming, joining, or assisting the BGC. PECO and the Board correctly argue that because the BGC has never been recognized or certified as the exclusive bargaining representative of PECO’s employees, PECO had no independent obligation to listen to or recognize the BGC for purposes of its members’ grievances. See, e.g., Morrisville Cotton Mills, 2 N.L.R.B. 952, modf'd and enf'd, 94 F.2d 61 (4th Cir.1938). They also correctly point out that the agreement with the IGA to accord its members privileged treatment for grievance purposes is not, standing by itself, unlawful under the Act. Consolidated Edison Co. v. NLRB, 305 U.S. 197, 59 S.Ct. 206, 83 L.Ed. 126 (1938) (<HOLDING>). But the Board and PECO err when they conclude Options: A. holding that membersonly agreements with nonmajority unions do not violate sections 8a2 or 8a1 of the act B. holding that in the grievance representation context an employee must prove that the unions acts tainted the grievance procedure such that the outcome was more than likely affected by the unions breach internal citation and quotation omitted C. holding that unions were not entitled to specific performance of collective bargaining agreements after employees voted in boardsupervised elections to decertify the unions D. holding that the agreements made with the governments witnesses did not violate the antigratuity statute E. holding that agreements which afford cooperating accomplices leniency in exchange for testimony do not violate 201c2

assistant: The best answer is A. holding that membersonly agreements with nonmajority unions do not violate sections 8a2 or 8a1 of the act