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: Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or failure to assert any right hereunder, including without limitation the right of Executive to terminate employment for Good Reason pursuant to Section 2.1 hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has granted to Executive, as of the Effective Date, a restricted stock unit award in the form of the Restricted Stock Unit Award Agreement attached hereto as Exhibit A. Executive acknowledges and agrees that he shall be subject to the “Share Ownership Guidelines” under the Company’s Corporate Governance Guidelines as adopted by the Board.

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 case excerpt and choose the best holding from the options. Case excerpt: its arti cles of incorporation. This argument was not raised before the district court, so we decline to consider it here. See Neu v. Grant, 548 F.2d 281, 287 (10th Cir.1977). The judgment of the district court is AFFIRMED. 1 . The decision of the district court is reported in Dille v. Council of Energy Resource Tribes, 610 F.Supp. 157 (D.Colo.1985). 2 . The EEOC has interpreted the Indian tribe exemption to mean that a non-profit corporation seeking to promote the economic development of Indian people is not exempt from the requirements of Title VII. EEOC Decision No. 80-14 (1980), EEOC Decisions 1983 (CCH) ¶ 6823. We believe that the appropriate EEOC decision regarding the status of a group of sovereign Indian tribes is EEOC Decision No. 71-405 (1970), EEOC Decisions 1973 (CCH) ¶6182 (<HOLDING>). To the extent that the first decision Options: A. holding that the land under navigable waters was not granted by the constitution to the united states but was reserved to the states respectively and that new states have the same rights jurisdiction and sovereignty over the soil under navigable water as the original states B. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii C. holding claims based on title vii subject to arbitration D. holding that a claim for discrimination in private employment is not preempted by title vii E. holding that a multistate educational agency created and controlled by eight states was entitled to the then existing exemption from title vii for states

assistant: The best answer is E. holding that a multistate educational agency created and controlled by eight states was entitled to the then existing exemption from title vii for states
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall be reformed to the minimum extent required to render such provision valid, legal and enforceable and in a manner so as to preserve the economic and legal substance of the transactions contemplated hereby to the fullest extent permitted by Applicable Law. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be claimed by prescription. Furthermore, Henry Street cannot tack any time before 1994 to meet the 21 years required for continuous and uninterrupted use to establish a prescriptive easement. So long as Conrail owned the Avis line, Henry Street and its predecessors could not claim prescriptive use of any crossing over the railroad. Therefore, Henry Street’s prescriptive easement claim fails. Henry Street’s “claims” of laches, waiver, and detrimental reliance are likewise unavailing for the same reason its claim for a prescriptive easement fails. These defenses rise no higher and are deserving of no greater protection than its claim based upon a prescriptive easement that would not permit one to take property from a government entity. See Williamstown Borough Authority, 591 A.2d at 715 (<HOLDING>); Glen Hope Borough v. Kitko, 424 Pa.Super. 67, Options: A. holding dismissal proper where complaint fails to allege an essential element of plaintiffs claim B. holding where party fails to challenge specificity of pleading it waives right to claim that pleading fails to meet legal requirements C. holding the court cannot find intent where the consent judgment fails to mention the cause of action D. holding that estoppel like laches cannot succeed against a government entity where a claim of adverse possession would fail E. holding that the doctrine of laches cannot succeed where the analogous claim of adverse possession fails

assistant: The best answer is E. holding that the doctrine of laches cannot succeed where the analogous claim of adverse possession fails
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 acknowledges and agrees that the Company will have no adequate remedy at law and could be irreparably harmed if the Executive breaches or threatens to breach his obligations under this Section 8. The Company shall be entitled to equitable and/or injunctive relief to prevent any such breach or threatened breach and to specific performance in addition to any other available legal or equitable remedies. The Executive shall not, in any equity proceeding relating to the enforcement of this Section 8, raise the defense that the Company has an adequate remedy at law.

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 case excerpt and choose the best holding from the options. Case excerpt: I. & N. Dec. at 618 (quoting Wash. Rev. Code § 9A.08.010(l)(d)). The BIA explained that, “[s]ince there was no intent required for conviction, nor any conscious disregard of a substantial and unjustifiable risk, we find no moral turpitude inherent in the statute.” Id. at 619. Virginia’s involuntary manslaughter offense is not materially different from the Washington offense. Like the assault offense underlying the Perez-Contreras decision, the ci*ime at issue here can be predicated on the offender’s failure to be aware of the risks attendant to his actions. See Perez-Contreras, 20 I. & N. Dec. at 618 (observing that criminal negligence exists when “the perpetrator ‘fails to be aware of a substantial risk’” (quoting Wash. Rev. Code § 9A.08.010(l)(d))); see also Conrad, 521 S.E.2d at 326 (<HOLDING>). As in the Perez-Contreras decision, Options: A. holding that the victims negligence is not a defense to criminal conduct B. recognizing that criminal negligence arises when the offender should have known the probable results of his acts C. holding that the subjective reason for making the arrest need not be the criminal offense as to which the known facts provide probable cause D. holding a duty to warn arises only when the potential victim is known and foreseeable E. holding that a cause of action accrues when the claimant knew or reasonably should have known of the wrong

assistant: The best answer is B. recognizing that criminal negligence arises when the offender should have known the probable results of his acts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay on the part of the Depositor, the Servicer, the Bank, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Depositor or the Bank in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by either party under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

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: and surgery. Sharp’s extensive medical records paint a picture of an individual faced with a serious ailment that has increasingly interfered with his daily activities, whether work related or not. “[I]n evaluating ... [an] episodic disease,” this court has noted, “consideration should be given to the frequency and duration of the [disease’s] exacerbations, the length of the remissions, and the evidence of any permanent disabilities.” Wilcox v. Sullivan, 917 F.2d 272, 277 (6th Cir.1990). Consistent with this approach, Sharp’s treating physician stated that “[i]t is my estimation that approximately ten days per month [Sharp] has such a severe episode [of vertigo] that he is not able to work,” that such episodes are “associated with nausea, vomiting, ataxia, and severe disequilib r.2002) (<HOLDING>). That leaves the ALJ’s last justification— Options: A. holding that a treating physicians medical opinion must be given controlling weight only when it is well supported by medically acceptable clinical and laboratory diagnostic techniques and is not inconsistent with the other substantial evidence in the record B. holding alj properly relied on treating physicians wellsupported opinion especially when the contradictory evidence is plaintiffs own medical opinions about her condition C. holding that the weight given a treating physicians opinion is limited if the opinion consists only of conclusory statements D. holding that the weight given to a treating physicians opinion is limited if the opinion consists only of conclusory statements E. recognizing treating physicians opinion that he would expect the applicant to miss more than two or more days of work per month as an opinion regarding the nature and severity of a medical condition that is entitled to controlling weight if wellsupported by medical findings and not inconsistent with other substantial evidence

assistant: The best answer is E. recognizing treating physicians opinion that he would expect the applicant to miss more than two or more days of work per month as an opinion regarding the nature and severity of a medical condition that is entitled to controlling weight if wellsupported by medical findings and not inconsistent with other substantial 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: acts under respondeat superior. 520 U.S. at 789, 117 S.Ct. 1734; see also Streit, 236 F.3d at 562. Here, however, California law places liability on the county. Cal. Gov.Code § 815.2; Streit, 236 F.3d at 562. Further, California Government Code section 25303 grants the county boards of supervisors broad fiscal and administrative powers for the management of county jails. Streit, 236 F.3d at 561. Under California Government Code section 23013, the counties also “retain the power to transfer control of a county jail from the sheriff to a county-created department of corrections.” Id. The California Code also provides that California sheriffs are elected county officers. Id. at 562 (citing Cal. Gov.Code § 24000(b); Cal. Elec.Code § 314). Sheriffs are 3d 789, 251 Cal.Rptr. 444 (1988) (<HOLDING>)). We rejected the county’s reliance on County Options: A. holding that control over the local prisons is within the authority of the individual counties B. holding jurisdiction over an individual may not usually be predicated on jurisdiction over a corporation unless the corporation is the alter ego of the individual or when the individual perpetrates a fraud C. recognizing that enhancement requires control over a participant in the scheme not only control over the scheme itself D. holding authority to control limits duty to control E. recognizing the immunity of counties unless an action is authorized by the legislature

assistant: The best answer is A. holding that control over the local prisons is within the authority of the individual counties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: c) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA;

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: must be converted into one for summary judgment under RCFC 56(c).”) (internal citations omitted).) The Government does not dispute that RCFC 12(d) requires the court to consider this issue on summary judgment. Gov’t Reply at 3. And, Plaintiff presented a 166-page Appendix with its January 12, 2015 Response. Gov’t Reply at 3. For these reasons, the court will adjudicate the Government’s November 24, 2014 Motion To Dismiss regarding Count III as a Motion For Summary Judgment. 2. The Merits. a. The Government’s Argument. The Government posits three reasons why Count III should be dismissed. First, Plaintiff failed to notify the Government of the alleged assignment until it was too late. Gov’t Mot. 18-19 (citing United Cal. Discount Corp. v. United States, 19 Cl.Ct. 504, 507-08 (1990) (<HOLDING>)). Therefore, Plaintiff forfeited any right to Options: A. holding that failure to comply with formal notice requirements prior to the termination of a contract comes too late to perfect an assignment on behalf of the assignee B. holding that failure to record an assignment does not give rise to a cause of action C. holding that late notice of the bond did not excuse supplier from its obligation to comply with statutory notice requirements D. holding there were no grounds for challenging in a termination proceeding the alleged failure to comply with the ada in the provision of services because services are not required by the termination statute E. holding that late state income tax returns fail to comply with applicable filing requirements

assistant: The best answer is A. holding that failure to comply with formal notice requirements prior to the termination of a contract comes too late to perfect an assignment on behalf of the assignee
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 Increased Commitment Agreement will be interpreted in such manner as to be effective and valid under applicable law. In the event any provision of this Increased Commitment Agreement is or is held to be invalid, illegal, or unenforceable under applicable law, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Increased Commitment Agreement. In addition, in the event any provision of or obligation under this Increased Commitment Agreement is or is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions or obligations in any other jurisdictions will not in any way 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: THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. Each of the provisions set forth in Section 13.4(b) and Section 13.4(c) of the Credit Agreement are incorporated by reference into this Amendment, mutatis mutandis , and shall have the same force and effect in respect of this Amendment as if set forth herein in full.

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: between employer and employee—including that between the partnership and its associates. The judgmental and sensitive decisions that must be made among the partners embrace a wide range of subjects, the essence of the law partnership is the common conduct of a shared enterprise. The relationship among law partners contemplates that decisions important to the partnership normally will be made by common agreement. Id. (Justice Powell, concurring). 8 . As Hull asserts in his brief, there are other federal court cases which have equated "partner” or a comparable position with "employee.” Not only can these cases be distinguished on a factual basis, but we believe that the analysis in Wheeler provides the most persuasive reasoning. See Simpson v. Ernst & Young, 100 F.3d 436 (6th Cir.1996) (<HOLDING>); Equal Employment Opportunity Commission v. Options: A. holding that pharmaceutical benefit management companies are generally not erisa fiduciaries because they lack discretionary authority or control in the management of the plan but rather engage in ministerial duties B. holding that the puc does not have the authority to regulate or control the management decisions of a utility absent a finding that the management decision would adversely affect the public C. holding that the age discrimination in employment act was not preempted by the nlra D. holding that claims arising under the age discrimination in employment act may be subject to arbitration E. holding that a partner in and accounting firm who brought an action under the age discrimination in employment act adea and the employee retirement income security act erisa was considered an employee because he was subject to the control of a management committee which acted in secrecy and had no bona fide ownership interest fiduciary relationship voting right or management control

assistant: The best answer is E. holding that a partner in and accounting firm who brought an action under the age discrimination in employment act adea and the employee retirement income security act erisa was considered an employee because he was subject to the control of a management committee which acted in secrecy and had no bona fide ownership interest fiduciary relationship voting right or management control
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: with either the concept of at-will employment or with existing precedent. Indeed, by crafting a right to be free from arbitrary government termination, the majority reaches the anomalous conclusion that “the same element — ‘freedom from arbitrariness ’ — should at once entitle a person to due process and also be a part of the process which is due.” Jeffries v. Turkey Run Con-sol. School Dist., 492 F.2d 1, 4 n. 8 (7th Cir.1974) (Judge Stevens). Moreover, the majority ignores that Singleton was merely discharged from one job — that of policeman — and Singleton has not suggested that he cannot achieve any other employment with the City of Advance or any other city. See Cafeteria & Restaurant Workers Union, Local 473 v. McElroy, 367 U.S. 886, 895-96, 81 S.Ct. 1743, 6 L.Ed.2d 1230 (1961) (<HOLDING>). At worst, the City’s decision to discharge Options: A. holding that where plaintiff remained entirely free to obtain employment either with her employer or another employer her liberty right in following a chosen trade or profession was not implicated B. holding that a university professor was not denied the right to pursue his choice of career because he remained free to pursue his chosen profession at another university C. holding that an employee who claims to have been terminated by her employer for having exercised her right to disability benefits raised a cognizable claim under 510 of erisa notwithstanding the fact that she received the benefits from her employer prior to termination D. holding that because plaintiff chose to leave her employer she did not suffer any tangible employment action E. holding that an employees private arbitration agreement with her employer precluded her from filing suit against the employer under the adea

assistant: The best answer is A. holding that where plaintiff remained entirely free to obtain employment either with her employer or another employer her liberty right in following a chosen trade or profession was not implicated
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 set forth on Schedule 6.3 , no notice to, filing with, authorization of, exemption by, or consent of, any Person is required for Parent or Acquisition Co. to consummate the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon a Change in Control within the meaning of Section 2(g)(3) of the Plan and after giving effect to the last sentence thereof, your outstanding DSU Awards will be settled in cash. The cash amount paid for each outstanding DSU shall be an amount in cash equal to the Fair Market Value of one Share immediately prior to the occurrence of the Change in Control.

assistant: Change In Control
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 prevail on an ineffective assistance of counsel claim, the defendant must show that the attorney’s performance was deficient and that the defendant was prejudiced by the deficiency. Strickland v. Washington, 466 U.S. 668, 687-88, 104 S.Ct. 2052, 2064-65, 80 L.Ed.2d 674, 693-94 (1984); Hassett v. State, 127 Idaho 313, 316, 900 P.2d 221, 224 (Ct.App.1995). To establish a deficiency, the applicant has the burden of showing that the attorney’s representation fell below an objective standard of reasonableness. Aragon v. State, 114 Idaho 758, 760, 760 P.2d 1174, 1176 (1988). To establish prejudice, the applicant must show a reasonable probability that, but for the attorney’s deficient performance, the outcome of the trial would have been different. Aragon, 114 Ida 4 (Ct.App.1994) (<HOLDING>). Thomas argues that his trial attorney’s Options: A. holding that district court complied with former rule 32a1 where court asked counsel during sentencing hearing whether circumstances warranted upward departure and counsel responded court rejected defendants argument that notice provided was insufficient and stated that defendant has not shown how he was prejudiced by this notice given how he could have been helped by additional notice or time B. holding that the defendant insufficiently pled the brady claim because he failed to assert how the evidence was material or how he was prejudiced by the states nondisclo sure C. holding that an experts report failed to establish the standard of care when it did not clarify how soon is soon what would be considered an appropriate disposition and how any other procedure would have reduced delay D. holding that the defendant did not require advance notice where he could not show how he was prejudiced by late notice or how he could have been helped by additional notice E. holding that joness application was insufficient because it did not indicate how communication with counsel would have affected trial or how he would have proceeded differently

assistant: The best answer is E. holding that joness application was insufficient because it did not indicate how communication with counsel would have affected trial or how he would have proceeded differently
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 two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission (e.g., a “pdf” or “tif”) pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original.

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 case excerpt and choose the best holding from the options. Case excerpt: date of injury, employees who continue to be exposed to hazardous occupational noise are not obligated to give notice prior to filing a claim petition, while employees who cease to be exposed must give notice within 120 days of cessation of the exposure. While Crompton argues that this result is without foundation in reason or law, the Court notes that Socha II is a plurality opinion with limited prece-dential value as only three of six participating justices agreed that Section 306(c)(8)(ix) should determine the date of injury for purposes of Section 311’s notice requirement. In Socha I, however, this Court specifically rejected the argument that Section 306(c)(8)(ix) should determine the date of injury in hearing loss cases for purposes of the notice requirements. See Socha I (<HOLDING>). It is noteworthy that although a majority of Options: A. holding that the states personal injury statutes of limitation should be applied for claims under section 1983 B. holding that alien need not receive actual notice for due process requirements to be satisfied C. holding that the requirements of title iii apply and must be satisfied D. holding that the date of death is relevant date of inquiry for the applicability of section 541a5a E. holding that definition of date of injury in section 306c8ix is intended to be utilized for calculating benefits not for determining whether section 311 notice requirements were satisfied

assistant: The best answer is E. holding that definition of date of injury in section 306c8ix is intended to be utilized for calculating benefits not for determining whether section 311 notice requirements were satisfied
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: however , if your claim for damages does not exceed $ 75,000 , niantic will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration was frivolous or was brought for an improper purpose ( as measured by the standards set forth in federal rules of civil procedure 11 ( b ) ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has furnished to the Agent: (a) the consolidated balance sheet of REIT and its Subsidiaries as of the Balance Sheet Date and the related consolidated statement of income and cash flow for the calendar year then ended certified by the chief financial officer of REIT, (b) an unaudited statement of Net Operating Income for each of the Unencumbered Pool Assets for the period ending March 31, 2017, certified by the chief financial officer of REIT as fairly presenting the Net Operating Income for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors and the Real Estate, including, without limitation, the Unencumbered Pool Assets. The balance sheet and statements referred to in clauses (a) and (b) above have been prepared in accordance with generally accepted accounting principles, except as otherwise expressly noted therein, and fairly present the consolidated financial condition of REIT and its Subsidiaries, taken as a whole, as of such dates and the consolidated results of the operations of REIT and its Subsidiaries, taken as a whole, for such periods. As of the date hereof or, if later, the date of the most recent financial statements delivered pursuant to §7.4, there are no liabilities, contingent or otherwise, of REIT or any of its Subsidiaries involving material amounts not disclosed in the financial statements referred to in clauses (a) and (b) of the first sentence of this §6.4 and the related notes thereto or in such financial statements most recently delivered pursuant to §7.4, as applicable.

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 legal provision and list the applicable contract clause categories. Provision: No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement. When a reference is made in this Agreement to any “Section,” “Article” or “Schedule,” such reference shall be to such Section, Article or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement. Whenever the word “include,” “includes” or “including” are used in this Agreement, such word shall be deemed to be followed by the words “without limitation”. Whenever the word “herein,” “hereof”, “hereunder” or other words of similar import are used in this Agreement, such words shall be deemed to refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Whenever the word “or” is used in this Agreement, it shall be deemed to be disjunctive but not exclusive. Any pronouns used herein shall include the corresponding masculine, feminine or neuter forms. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. All references to any statute, rule, regulation or form (including in the definition thereof) are to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section. All references to any agreement are to such agreement and include any exhibits, annexes and schedules attached to such agreement, in each case, as the same may be amended, modified, supplemented or restated from time to time, and all references to any section of such agreement include any successor to such section.

assistant: Interpretations
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: from National Penn Bank. Appellee claims that Appellants are not entitled to the proceeds from the avoidance but are only entitled to the equity in the residence, which Appellee claims is zero because the two mortgages totaled more than the estimated value of the property. Appellee contends that Appellants are attempting to recover from the avoidance he obtained from National Penn Bank. We have previously held that a debtor is not entitled to benefit from any avoidance. In re Cybergenics Corp., 226 F.3d 237, 244-47 (3d Cir.2000) (noting that courts have limited a debtor’s exercise of avoidance powers to circumstances in which such actions would in fact benefit the creditors, not the debtors themselves); see, e.g., Wellman v. Wellman (In re Wellman), 933 F.2d 215, 218 (4th Cir.1991) (<HOLDING>). However, a debtor may benefit from an Options: A. holding that an employer is only allowed to be reimbursed from a tort recovery to the extent that the recovery duplicates the elements of damage covered by compensation benefits B. holding that recovery is limited to the portion of the medicaid recipients thirdparty recovery representing compensation for past medical expenses C. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate D. holding that the irs has notice of plaintiffs alternate ground of recovery because it had considered and evaluated the applicability of the code provision under which the plaintiff sought recovery E. holding that it is wellsettled that although a plaintiff is entitled to full recovery for its damages it is not entitled to a double recovery for the same loss or injury

assistant: The best answer is C. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate
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 quotation marks omitted)); Chris Albritton Constr. Co. v. Pitney Bowes Inc., 304 F.3d 527, 532 (5th Cir.2002) (“Regarding excusable ignorance, the voluntary payment doctrine precludes courts from extending relief to those who have neglected to take care of their interests and are in predicaments which ordinary care would have avoided.” (internal citation and quotation marks omitted)). Moreover, in some situations, courts have found it proper to dispose of this issue at the summary judgment stage. See Spivey, 622 F.3d at 824; Chris Albritton, 304 F.3d at 532. Other federal courts, however, have held that the applicability of the mistake of fact exception is a question of fact precluding summary judgment. See Rickenbach v. Wells Fargo Bank, N.A., 635 F.Supp.2d 389, 395 (D.N.J.2009) (<HOLDING>); Dynatec Drilling, Inc. v. Duncan Park Options: A. recognizing that statute of limitations questions may be resolved on a motion to dismiss B. holding that issues of discriminatory intent and actual motivation are questions of fact for the trier of fact C. holding that disputed questions of fact and all ambiguities in state law must be resolved in favor of the nonmoving party D. recognizing that a mistake of fact may constitute a valid defense E. holding that applicability of the voluntary payment doctrine and the mistake of fact exception raises questions of fact that cannot be resolved on a motion to dismiss

assistant: The best answer is E. holding that applicability of the voluntary payment doctrine and the mistake of fact exception raises questions of fact that cannot be resolved on a motion to dismiss
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the best of Owner’s and Incorporate Apps’ knowledge, Incorporate Apps is not in violation of any applicable order, judgment, injunction, award or decree nor is it in violation of any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Incorporate Apps or any of the Assets and Incorporate Apps has not received written notice that any violation is being alleged.

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: Except as otherwise provided herein, each party will pay its own expenses incident to the negotiation, preparation and performance of this Agreement, including the fees, expenses and disbursements of their respective investment bankers, accountants and counsel.

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 case excerpt and choose the best holding from the options. Case excerpt: quotations omitted). Likewise, a supervisor may be liable for the actions of subordinates if the supervisor had knowledge of violations and failed to act to prevent them. Taylor v. List, 880 F.2d 1040, 1045 (9th Cir.1989). To state a claim for supervisory liability, a Section 1983 plaintiff must establish a causal connection between a supervisor’s act or omission and his constitutional deprivation. Johnson v. Duffy, 588 F.2d 740, 743-4 (9th Cir.1978) (discussing the causality requirement for those defendants that do not personally participate in the constitutional deprivation). In the Eighth Amendment context, a supervisor is liable for deliberate indifference when his or her policies constitute a moving force behind an inmate’s constitutional infringement. Redman, 942 F.2d at 1447-8 (<HOLDING>). Plaintiff claims that Superintendent Moore Options: A. holding that a supervisor was not similarly situated to another supervisor with the same title where the former could not perform the latters duties B. holding that a supervisor could be found liable for deficient policies in response to prison overcrowding which posed a serious safety risk to inmate personal security C. holding a sheriff could not be liable for implementing county policies where no underlying violation of decedents rights had occurred D. holding plaintiffs supervisor subject to suit E. holding that a potential prison sentence of up to five years was clearly serious

assistant: The best answer is B. holding that a supervisor could be found liable for deficient policies in response to prison overcrowding which posed a serious safety risk to inmate personal security
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Holder shall have the right at any time to sell one or more participations to any Person (other than a natural Person, any Note Party or any of their respective Affiliates) (each, a “ Participant ”) in all or any part of such Holder’s rights and/or obligations under this Agreement (including all or a portion of its Notes or any other Obligation); provided that (i) such Holder’s obligations under this Agreement shall remain unchanged, (ii) such Holder shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, Agent, and the Holders shall continue to deal solely and directly with such Holder in connection with such Holder’s rights and obligations under this Agreement.

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: Executive shall be entitled to receive proper reimbursement by CBI for all reasonable, out-of-pocket expenses incurred by Executive (in accordance with the policies and procedures established by CBI for its senior executives) in performing services under this Agreement, provided Executive submits reasonable documentation for such expenses.

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 case excerpt and choose the best holding from the options. Case excerpt: and Development, was eliminated by resolution, but that her occupancy of this appointed position was not renewed at the end of her term. 3 . Other courts have recognized the § 1983 First amendment claim despite the defense of elimination of the position by budgetary considerations or legislation, however, they have dismissed the case on summary judgement for failure to meet the burden of proof or on some other basis. See e.g., Laidley v. McClain, 914 F.2d 1386 (10th Cir.1990) (claim of politically motivated discharge of employees of district attorney's office, dismissed against state on 11th Amendment grounds on summary judgment, but remanding case on issue of whether district attorney was entitled to qualified immunity); Dusanenko v. Maloney, 560 F.Supp. 822, 829 (S.D.N.Y.1983) (<HOLDING>). 4 . Also in Hollyday v. Rainey, 964 F.2d 1441 Options: A. recognizing first amendment 1983 claim against town for elimination of positions by legislation but dismissing claim on summary judgement for failure to rebut undisputed facts that the actions were motivated at least in part by a genuine concern for the proper operation of the towns business rather than political vindictiveness B. recognizing such a claim under 1983 C. holding the defendants claim that he was denied the right to testify was appropriate for direct review when the record was adequately developed to permit full consideration of the defendants claim the pertinent facts were undisputed a pcr hearing was not necessary to resolve a factual dispute and would not aid in the application of the law and the defendants claim was presented not as an ineffective assistance of counsel claim but rather as an error committed by the trial court in excluding the defendants testimony which was not an appropriate basis for an ineffective assistance of counsel claim D. recognizing a claim for civil liability against municipalities under 1983 E. holding that private complaints by public employee that his responsibilities were being lessened and his recommendations were not being followed were at least for the most part not on a matter of public concern

assistant: The best answer is A. recognizing first amendment 1983 claim against town for elimination of positions by legislation but dismissing claim on summary judgement for failure to rebut undisputed facts that the actions were motivated at least in part by a genuine concern for the proper operation of the towns business rather than political vindictiveness
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 may require the Participant to pay to the Company (or the Company’s subsidiary if the Participant is an employee of a subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that the Participant incurs as a result of the Award. With respect to any required tax withholding, the Participant may (a) direct the Company to withhold from the shares of Company Stock to be issued to the Participant under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Company Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If the Participant desires to elect to use the stock withholding option described in subparagraph (a), the Participant must make the election at the time and in the manner the Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then the Participant must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.

assistant: Tax Withholdings