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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that appellee directly advertised to Pennsylvania residents. See appellants’ EXHIBIT D, E. These references serve as nothing more than indicators for visitors in ascertaining the location of the campground in relation to known areas. ¶ 17 Appellee’s newsletters are advertised in two national publications. There is no evidence in the record that these are directly targeted at Pennsylvania residents. See appellants’ EXHIBIT M, at 12. Additionally, appellee handed out brochures at the campgrounds located in New Jersey. Id. at 15. In order for a party to obtain a brochure without stepping into New Jersey, the party needs to initiate contact with appellee by written inquiry. Id. These forms of communication preclude a finding of systematic and continuous contact. See Efford, supra at 375 (<HOLDING>). ¶ 18 Moreover, the owner of Four Seasons Options: A. holding interactive website did not create general jurisdiction B. holding that the defendant maintained a passive website and was therefore not subject to general jurisdiction C. holding that a passive website that merely makes information available is insufficient to confer general jurisdiction D. holding that a nonresident defendant who knowingly sent false information about billing commissions into massachusetts via us mail in order to deceive the plaintiff into accepting a lower percentage than was due him was subject to specific jurisdiction E. holding that absence of evidence that appellee internet company directed advertising towards pennsylvanians via its website and the initiation by appellant to receive information via mail precluded a finding of general jurisdiction

assistant: The best answer is E. holding that absence of evidence that appellee internet company directed advertising towards pennsylvanians via its website and the initiation by appellant to receive information via mail precluded a finding of general jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During Executive’s employment under this Agreement, Executive (a) shall serve as an employee of the Company with the title and position of President and Chief Executive Officer, reporting to the Board of Directors of the Company, (b) shall have such executive responsibilities consistent with the foregoing title and position as the Board of Directors of the Company shall from time to time designate, provided that, in all cases Executive shall be subject to the oversight and supervision of the Board of Directors of the Company in the performance of his duties, (c) upon the request of the Board of Directors of the Company, shall serve as an officer and/or director of any of the Company’s subsidiaries, and (d) shall render all services reasonably incident to the foregoing. Executive hereby accepts such employment, agrees to serve the Company in the capacities indicated, and agrees to use Executive’s reasonable best efforts in, and shall devote Executive’s full working time, attention, skill and energies to, the advancement of the interests of the Company and its subsidiaries and the performance of Executive’s duties and responsibilities hereunder. The foregoing, however, shall not be construed as preventing Executive from (i) engaging in religious, charitable or other community or non-profit activities, or (ii) managing Executive’s personal investments and business interests, in each case in a manner that does not impair Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement (the activities described in clauses (i) and (ii), the “Permitted Activities”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures and such signatures shall be deemed to bind each party hereto as if they were original signatures.

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: or substitute procedural requirement would entail,” Mathews, 424 U.S. at 335, 96 S.Ct. 893, it seems certain enough that providing every employee of a university an opportunity to meet with the ultimate decision-maker when their termination is the result of a budget crisis would produce a serious administrative, if not fiscal, burden. See Babin, 587 Fed.Appx. at 111 (“Requiring that, in a layoff situation, each laid off employee be afforded an opportunity to meet with the final decision maker and dispute his selection for the layoff, the policies underlying the layoff, and the evidence and research underlying those policies, would be burdensome in the extreme, and it is difficult to see here what additional value such a meeting would bring.”); cf. Sys. Contractors, 148 F.3d at 576 (<HOLDING>). The process provided to Jones met Options: A. holding that a public entitys failure to provide a transcript of hearing proceedings would not lessen the probability of an erroneous deprivation because the bulk of the evidence in this case is documentary evidence B. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt C. holding that objective facts of this case certainly justified the officers in concluding that there was a fair probability that evidence of a burglary would be found in the car D. holding stricklands prejudice prong was not met because appellate counsels failure to raise an evidentiary issue would not have altered the result of the proceedings because the erroneous admission of evidence would have constituted harmless error beyond a reasonable doubt E. holding that the prejudice prong in strickland was not satisfied because counsels failure to raise an evidentiary issue would not have altered the result of the proceedings because the erroneous admission of the evidence would have constituted harmless error

assistant: The best answer is A. holding that a public entitys failure to provide a transcript of hearing proceedings would not lessen the probability of an erroneous deprivation because the bulk of the evidence in this case is documentary 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 402 U.S. 689 91 S.Ct. 2186 29 L.Ed.2d 267 Robert Kenneth DEWEYv.REYNOLDS METALS COMPANY. No. 835. Supreme Court of the United States October Term, 1970. June 1, 1971 Donald F. Oosterhouse, Grand Rapids, Mich., for petitioner. Lawrence G. Wallace, Washington, D.C., for the United States, as amicus curiae, by special leave of Court. William A. Coughlin, Jr., Detroit, Mich., for respondent. On writ of certiorari to the United States Court of Appeals for the Sixth Circuit. PER CURIAM. 1 The judgment is affirmed by an equally divided Court. 2 Mr. Justice HARLAN took no part in the consideration or decision of this case.

assistant: 3
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 legal provision and list the applicable contract clause categories. Provision: The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 , the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All “Loans” made and “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s “Revolving Credit Exposure” under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposures on the Effective Date (without the necessity of executing and delivering any Assignment and Assumption or the payment of any processing or recordation fee), (b) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans (including the “Eurodollar Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof, (c) the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations (and all filings with any Governmental Authority in connection therewith) are in all respects continuing and in full force and effect with respect to all Secured Obligations and (d) each of the Loan Parties reaffirms the terms and conditions of the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), and acknowledges and agrees that each “Loan Document” (as referred to and defined in the Existing Credit Agreement) executed by it, as modified and/or restated by the “Loan Documents” (as referred to and defined herein), remains in full force and effect and is hereby ratified, reaffirmed and confirmed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In case of any Event of Default hereunder, Borrower shall pay Lender’s fees and expenses including attorneys’ fees and expenses, in connection with the enforcement of this Agreement or any of the other Transaction Documents or other related documents.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: vivino may terminate your access to all or any part of the service at any time , with or without cause , with or without notice , effective immediately , which may result in the forfeiture and destruction of all information associated with your membership .

assistant: Unilateral termination
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: Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of any Loan Party to do so) on a pro rata basis (determined as of the time that the applicable payment is sought based on each Lender’s ratable share at such time) and hold harmless each Agent-Related Person against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct (and no action taken in accordance with the directions of the Required Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

assistant: Indemnifications
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 will be construed and interpreted under the laws of the State of Delaware, without regard to the principles of conflicts of law. If any controversy between First Data and you arises out of, or relates to, this Agreement, First Data and you agree and consent to the exclusive jurisdiction and venue of the state and federal courts of New Castle County in the State of Delaware.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN ALAMEDA COUNTY, CALIFORNIA BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the fullest extent permitted by applicable law , you agree to indemnify and hold spotify harmless from and against all damages , losses , and expenses of any kind ( including reasonable attorney fees and costs ) arising out of : ( 1 ) your breach of this agreement ; ( 2 ) any user content ; ( 3 ) any activity in which you engage on or through the spotify service ; and ( 4 ) your violation of any law or the rights of a third party .

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: This Guarantee represents the agreement of Guarantor and the Purchasers with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Purchasers relative to the subject matter hereof not expressly set forth or referred to herein or in the other Transaction Documents.

assistant: Integration
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: Employee agrees that (i) he will not, directly or indirectly, make any statement, oral or written, or perform any act or omission which disparages or casts in a negative light the Company, its business, its employees, or any of the Releasees; and (ii) he will direct his immediate family members not to, directly or indirectly, make any statement, oral or written, or perform any act or omission which disparages or casts in a negative light the Company, its business, its employees, or any of the Releasees. This Paragraph 12 shall not in any way limit any of the Protected Rights contained in Paragraph 7 of this Agreement, or Employee’s ability to provide truthful testimony pursuant to a subpoena, court order or as otherwise required by law.

assistant: Non-Disparagement
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: case as well. The district court permissively abstained under § 1334(c)(1) and equitably remanded pursuant to § 1452(b). The district court did not address the related Chapter 15 bankruptcies. Courts may permissively abstain from certain bankruptcy cases “[ejxcept with respect to a case under chapter 15.” 28 U.S.C. § 1334(c)(1) (emphasis added). Defendants base their challenge to the district court’s order on the argument that § 1452 does not apply in this case, rather than on the court’s reasons for remand. We conclude that Defendants’ challenge to the remand order thus falls within an exception to nonreviewability. See Schexnayder, 394 F.3d at 283 (the Fifth Circuit will review a case if based on a ground for remand not contemplated by remand statute); Wilson Indus., 886 F.2d at 95 (<HOLDING>). Accordingly, we' have jurisdiction to review Options: A. holding that the decision to transfer rests within the sound discretion of the district court B. holding that the decision to allow attorney fees rests with the trial judge and that decision may only be reversed for an abuse of discretion C. holding that an appellate court can review a district courts decision to remand when that decision rests upon a ground not authorized by statute D. holding that appellate court in affirming trial courts decision may rely in part on a ground not presented to trial court E. holding that in reviewing a district courts decision on a motion for summary judgment de novo the decision can be affirmed on any ground that finds support in the record including an alternate ground

assistant: The best answer is C. holding that an appellate court can review a district courts decision to remand when that decision rests upon a ground not authorized by statute
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 Agent shall be authorized to treat the Residual Loans and the Advances (other than the Residual Loans) as two separate loan facilities under the Loan Documents for administrative purposes, including for purposes of distributing payments and notices with respect to Residual Loans and Advances (other than Residual Loans).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is on the evidence required to prove "domestic abuse," and raises an issue not previously decided: What constitutes domestic abuse resulting from physical harm for purposes of the Protection from Domestic Abuse Act? As relevant to this case, "domestic abuse" is defined as "any act of physical harm ... which is committed by an adult ... against another adult ... who are or were in a dating relationship." 22 0.8.2011 § 60.1(1). "A victim of domestic abuse.... may seek relief undér the provisions of the Protection from Domes-tie Abuse Act." 22 0.8. Supp. 2018 § 60.2. A. Evidence Necessary to Prove Physical Harm ¶ 10 Berry argues that this Court has previously declined to define "physical harm" as that term is used in the Act. See Marquette v. Marquette, 1984 OK CIV APP 25, 686 P.2d 990 (<HOLDING>). Berry's reliance on Marquette is misplaced Options: A. holding that for an initial civil commitment the state has the burden of proof B. recognizing that the preponderance of the evidence is the quantum of proof in civil cases C. recognizing that the beyondareasonabledoubt standard of proof is appropriate in criminal cases due to the gravity of the private interests affected and the severe societal loss that occurs when an individual is erroneously subject to criminal punishment D. holding that the burden of proof is on the claimant E. holding the act is civil not eriminal in nature and refusing to adopt the beyondareasonabledoubt burden of proof applicable in criminal cases

assistant: The best answer is E. holding the act is civil not eriminal in nature and refusing to adopt the beyondareasonabledoubt burden of proof applicable in criminal cases
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: her burden of rebutting [the defendants’] proffered nondiscriminatory reason for [promoting others instead of Kearney].” Ferraro v. Kellwood Co., 440 F.3d 96, 100 (2d Cir.2006). Defendants offered evidence explaining that candidates for promotion, known to committee members from their work with the candidates, were selected based on perceived superiority in one or more of six specific criteria, independent of age. This uncontroverted evidence justified summary judgment. Kearney does not point to any evidence sufficient to create a genuine factual question as to whether the defendants’ explanation is a pretext for discrimination. That some of the candidates had blemishes on their redore! of that Kearney feels that the selection process should have produced a di n. 6 (7th Cir.1999) (<HOLDING>). Finally, we uphold the district court’s Options: A. holding that the rejection of an adea claim necessitates the rejection of a 1983 agediscrimination claim B. holding that a district courts rejection of an argument for an inappropriate reason was error C. holding that presentation of a claim to an executor and the executors rejection of the claim is not jurisdictional but a matter of abatement only D. holding that directing a verdict for employer on claim for willful violation of adea was harmless error because given jurys rejection of underlying adea claim it could noi have found willful violation of adea E. recognizing such a claim under 1983

assistant: The best answer is A. holding that the rejection of an adea claim necessitates the rejection of a 1983 agediscrimination claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The probability of the happening of any other contingency affecting the amount or duration of the compensation shall be disregarded. The [C]ommission shall be the sole judge as to whether or not a lump-sum payment shall be to the best interest of the injured worker or his dependents. (Emphasis added). According to the plain language of the statute, the “probability of the death of the injured employee ... shall be determined in accordance with validated actuarial tables or factors,” and the Commission shall disregard the “probability of the happening of any other contingency affecting the amount or duration of the compensation[.]” Id. The use of the word “shall” makes these provisions mandatory. See, e.g., Pickering v. Langston Law Firm, P.A., 88 So.3d 1269, 1275 (¶ 21) (Miss.2012) (<HOLDING>). Further, this Court is “bound to follow a Options: A. holding that the statute is mandatory B. holding that a states use of the word shall is mandatory language C. recognizing that shall will and must are all mandatory terms D. holding that where a statute includes the mandatory term shall an appellate court does not view its restriction as a suggestion it is a mandate E. holding that the term shall is mandatory for purposes of statutory construction when the statute is unambiguous

assistant: The best answer is D. holding that where a statute includes the mandatory term shall an appellate court does not view its restriction as a suggestion it is a mandate
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: Such Investor is duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite corporate, limited liability company, partnership or trust (as the case may be) power and authority to enter into the Transaction Documents to which it is a party and perform its obligations thereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: unconstitutionally forecloses meaningful access to our state courts by not providing for de novo review by a district court following an adverse arbitration award. The right of access to the courts is one aspect of the right to petition the government for redress of grievances, as guaranteed by the First Amendment to the U.S. Constitution, and also is protected by the provisions protecting due process of law, as set out in the Fourteenth Amendment to the U.S. Constitution and in Article II, Section 18, of the New Mexico Constitution. Richardson v. Carnegie Library Restaurant, Inc., 107 N.M. 688, 696, 763 P.2d 1153, 1161 (1988); Jiron v. Mahlab, 99 N.M. 425, 426, 659 P.2d 311, 312 (1983); see also Boddie v. Connecticut, 401 U.S. 371, 378, 91 S.Ct. 780, 786, 28 L.Ed.2d 113 (1971) (<HOLDING>) (quoting Armstrong v. Manzo, 380 U.S. 545, Options: A. recognizing fundamental fairness requires criminal defendants be granted a meaningful opportunity to present a complete defense B. holding that due process requires at a minimum an opportunity to be heard at a meaningful time and in a meaningful manner C. holding that the constitution guarantees criminal defendants a meaningful opportunity to present a complete defense D. holding that due process requires a hearing appropriate to the nature of the case E. holding that constitution requires an opportunity granted at a meaningful time and a meaningful manner for a hearing appropriate to the nature of the case

assistant: The best answer is E. holding that constitution requires an opportunity granted at a meaningful time and a meaningful manner for a hearing appropriate to the nature of the 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 legal provision and list the applicable contract clause categories. Provision: This Agreement, constitutes the sole, exclusive and only agreements of the parties hereto pertaining to the subject matter hereof, contains all of the covenants, conditions and agreements between the parties, express or implied, whether by statute or otherwise, and sets forth the respective rights, duties and obligations of each party to the other party as of the date hereof. Nothing contained in this Agreement shall affect any confidentiality agreements, intellectual property agreements, or non-solicitation/non-servicing agreements or any other type of restrictive covenant agreement that the Employee has entered into previously or subsequently enters into with the Company or its Affiliates. No oral understandings, oral statements, oral promises or oral inducements exist.

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: If, as a result of incapacity due to physical or mental illness, you shall have been absent from the full‑time performance of your duties with the Company for six (6) consecutive months and, within thirty (30) days after written Notice of Termination is given to you, you shall not have returned to the full‑time performance of your duties, your employment may be terminated for “Disability.” Any termination for Disability under this Agreement shall not affect any rights you may otherwise have under the Company’s Long‑Term Disability Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, addressed: (i) in the case of the Company, to Florida Community Bank, National Association, 2500 Weston Road, Weston Florida 33331, attn. Kent Ellert, President and Chief Executive Officer, and (ii) in the case of Executive, to Executive’s last known address as reflected in the Company’s records, or to such other address as Executive shall designate by written notice to the Company. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given if personally delivered, on the date following delivery to an overnight delivery service for next day delivery prior to such service’s deadline for such delivery, or on the date that is three days after the date of mailing if sent by registered or certified mail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the specific representations and warranties contained in this Section 2.1 and in any certificate or agreement delivered pursuant hereto, none of the Company, any person on behalf of the Company or any of the Company’s Affiliates (collectively, the “ Company Parties ”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company or the Subject Transactions and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2.2 , the ECLs, the GSO Side Letter, the limited guarantees between GSO and the Company, dated as of May 24, 2017 (the “ Limited Guarantees ”), and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser.

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 execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to the Prospectus, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect or has been waived by the Placement Agent.

assistant: No Conflicts
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 Holdings, the Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable (including in its capacity as a withholding agent), except (a) Taxes (or any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the aggregate, would 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 case excerpt and choose the best holding from the options. Case excerpt: State is not a person within the meaning of § 1983.” Will v. Michigan State Department of Police, 491 U.S. 58, 65, 109 S.Ct. 2304, 2309, 105 L.Ed.2d 45 (1989). A “State” includes governmental entities, such as GMS, that are “arms of the State.” Id. at 70, 109 S.Ct. at 2312. The same analysis applies to the individual defendants, each of whom the plaintiff has named in their official capacity. Although state officials literally are “persons,” a suit against a state official in his or her official capacity is not a suit against the official but rather is a suit against the official’s office. Id. As such, it is no different from a suit against the State itself. Id. at 71, 109 S.Ct. at 2312; Abusaid v. Hillsborough County Board of County Commissioners, 405 F.3d 1298, 1302 (11th Cir.2005) (<HOLDING>) (quoting Kentucky v. Graham, 473 U.S. 159, Options: A. holding that an official capacity suit should be treated as a suit against the entity B. holding that a damages suit against a state officer in his official capacity was barred because it was functionally a suit against the state C. holding that a suit against a state official in his or her official capacity is a suit against the state itself and not cognizable under 1983 D. holding that a suit against a state official in his or her official capacity is not a suit against the official but rather is a suit against the officials office E. holding that a section 1983 suit against an officer in his or her official capacity is simply another way of pleading an action against an entity of which an officer is an agent

assistant: The best answer is E. holding that a section 1983 suit against an officer in his or her official capacity is simply another way of pleading an action against an entity of which an officer is an agent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, the Obligor shall deliver to the Purchasers the documents described in and otherwise satisfy the conditions described in Section 4.01 hereof. Upon the satisfaction of such conditions, the Purchasers will pay the Purchase Price for the Bonds in immediately available federal funds to the Existing Letter of Credit Issuer as reimbursement for the amounts drawn on the Existing Letters of Credit to pay, in connection with the mandatory tender of the Bonds on the Closing Date, the purchase price thereof. One fully registered Bond for each series, in principal amount equal to the Purchase Price of such Bonds paid by the applicable Purchaser, shall be issued in certificated form to, registered in the name of, and delivered to such Purchaser.

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

user: Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (v) shall not apply with respect to all obligations after five (5) years following the disclosure thereof or any information that the Receiving Party can document (iv) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who can be demonstrated to have had no access to such information.

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 legal provision and list the applicable contract clause categories. Provision: You shall be solely responsible for all applicable foreign, federal, state, and local taxes with respect to the RSUs and the payment of Common Stock thereunder; provided, however, that at any time the Company is required to withhold any such taxes, you shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes that the Company is required or permitted to withhold at any time, including, if then permitted by the Company, by electing to reduce the number of shares of Common Stock otherwise then deliverable to you under this Award. Unless you have informed the Company of your intent to make alternate arrangements to satisfy your withholding obligations within either 60 days in advance of the applicable tax date or at a time when you are not otherwise precluded from trading Common Stock under the Company’s insider trading policies (unless otherwise determined by the Company), the Company or one of its Affiliates shall have the automatic right to withhold such taxes from any amounts payable to you (including salary, wages and other compensation), including, but not limited to, the right to withhold shares otherwise deliverable to you under this Award. The Company will withhold taxes (e.g., federal, state and local taxes, including payroll taxes) in an amount at least equal to the statutory minimum taxes required to be withheld; provided, however, at your advance election you may request the Company withhold additional amounts up to your maximum individual tax rate in each relevant jurisdiction applicable to you at such time of withholding, so long as the withholdings do not result in this Award being classified as a liability-based award in accordance with applicable accounting standards.

assistant: 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you explicitly waive any right to vat reimbursement from skype if the amount of vat ultimately payable by the latter to the tax authorities would for any reason be lower than the amount of vat collected from you at the time of purchase .

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 case excerpt and choose the best holding from the options. Case excerpt: See docket entry no. proceed In Forma Pauperis in this cause be denied. 30 . See docket entry no. 37. 31 . See docket entry no. 47. 32 . See docket entry no. 34. 33 . Barker v. Norman, 651 F.2d 1107 (5th Cir.1981). While specific notice regarding summary judgment procedures is not required with regard to pro se litigants', see Martin v. Harrison County Jail, 975 F.2d 192, 193 (5th Cir.1992), this Court prefers to provide such notice whenever possible. 34 . See Washington v. Resolution Trust Corporation, 68 F.3d 935, 939 (5th Cir.1995); Nowlin v. Resolution Trust Corporation, 33 F.3d 498, 504 n. 9 (5th Cir. 1994); Leatherman v. Tarrant County Narcotics and Intelligence Coordination Unit, 2 2d 338, 341 n. 2 (5th Cir.1982); and Orthopedic & Sports Injury Clinic v. Wang, 922 F.2d at 225, (<HOLDING>). 66 . See King v. Dogan, 31 F.3d at 346, Options: A. holding that affidavit in support of summary judgment may not be based upon factual conclusion or conclusions of law B. holding that party may not rely on conclusory statements or an argument that the affidavits in support of the motion for summary judgment are not credible C. holding that unsupported affidavits setting forth ultimate or conclusoiy facts and conclusions of law are insufficient to either support or defeat a motion for summary judgment D. holding that affidavits must set forth facts admissible in evidence and explain its conclusions E. holding that unsupported allegations or denials are insufficient to create a genuine issue of material fact for purposes of summary judgment

assistant: The best answer is C. holding that unsupported affidavits setting forth ultimate or conclusoiy facts and conclusions of law are insufficient to either support or defeat a motion for summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an assignment is acknowledged: The Court finds that UPS assigned to plaintiff the complete bundle of rights that UPS held as a result of Ashford’s indebtedness to UPS, including UPS’s rights relating to defendant’s failure to honor the draft on the UCDC LOCs. Included within the bundle of rights assigned to plaintiff was UPS’s right of action against defendant for wrongful dishonor of the UCDC LOCs. See Cal. Civ.Code § 954 (“A thing in action, arising out of the violation of a right of property, or out of an obligation, may be transferred by the owner.”). Plaintiff has standing to maintain this action as the assignee of UPS’s claims for relief against defendant for wrongful dishonor of the UCDC LOCs. See Bd. of Trade of S.F. v. Swiss Credit Bank, 728 F.2d 1241, 1242-43 (9th Cir.1984) (<HOLDING>). Defendant’s reliance on California Commercial Options: A. holding that documents did not substantially comply where copies of letter of credit and promissory note were submitted and letter of credit required originals B. holding that a party providing a letter of credit fails at its peril to include in the letter language restricting honor and payment of the credit C. holding that a bank fee for a letter of credit to secure a stay pending appeal was not a taxable cost where no statute or court rule allowed such a cost and where the letter of credit was unnecessary and therefore a discretionary expense to which the opposing party had objected D. holding that 1823e does not apply to a claim relating to a letter of credit a letter of credit is a liability not an asset E. holding that plaintiff had standing where the beneficiary of a letter of credit had assigned to plaintiff its cause of action for wrongful dishonor of the letter of credit

assistant: The best answer is E. holding that plaintiff had standing where the beneficiary of a letter of credit had assigned to plaintiff its cause of action for wrongful dishonor of the letter of credit