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: This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors ' rights generally and by general principles of equity. The Company has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

assistant: Authorizations
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: At any time during the Lease Term, if Subtenant is no longer a public company with public reporting obligations, Sublandlord may require Subtenant to provide Sublandlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Subtenant, shall be audited by an independent certified public accountant.

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: Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions: (a) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c) the word “including” and its derivatives means “including without limitation” and is a term of illustration and not of limitation; (d) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms have corresponding meanings; (e) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (f) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (g) all references to prices, values or monetary amounts refer to United States dollars; (h) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (i) this Agreement has been jointly prepared by the parties hereto, and this Agreement will not be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in drafting this Agreement; (j) the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement; (k) any references herein to a particular Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless otherwise expressly stated herein; the Exhibit attached hereto is incorporated herein by reference and will be considered part of this Agreement; (l) unless otherwise specified herein, all accounting terms used herein will be interpreted, and all determinations with respect to accounting matters hereunder will be made, in accordance with GAAP, applied on a consistent basis; (m) all references to days mean calendar days unless otherwise provided; and (n) all references to time mean Houston, Texas time.

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 legal provision and list the applicable contract clause categories. Provision: The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) and Section 422 of the Code; provided, however, that no amendment shall be made without stockholder approval if such amendment would (a) increase the maximum number of shares of Common Stock available under this Plan (subject to Section 5.7), (b) effect any change inconsistent with Section 422 of the Code, (c) extend the term of this Plan or (d) reduce the minimum purchase price or base price of a share of Common Stock subject to an option or SAR. No amendment may impair the rights of a holder of an outstanding award without the consent of such holder.

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: This Agreement, together with the Notice of Grant of Restricted Stock and the Plan, which are incorporated herein by reference, constitutes the entire agreement between the Company and the Participant in respect of the subject matter of this Agreement, and this Agreement (together with the Notice of Grant of Restricted Stock and the Plan) supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement. No officer, director, employee or other servant or agent of the Company, and no servant or agent of the Participant, is authorized to make any representation, warranty or other promise not contained in this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

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: None of the Obligors will, nor will they permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except , in each case, during the Senior Term Period, for (a) any such sale of any fixed or capital assets (other than any such transaction to which (b) or (c) below is applicable) that is made for cash consideration in an amount not less than the cost of such fixed or capital asset in an aggregate amount less than or equal to $10,000,000, so long as the Capital Lease Obligations associated therewith are permitted by Section 10.2.1(a)(viii) , (b) in the case of property owned as of or after the Original Closing Date, any such sale of any fixed or capital assets that is made for cash consideration in an aggregate amount not less than the fair market value of such fixed or capital assets not to exceed $20,000,000 in the aggregate, in each case, so long as the Capital Lease Obligations (if any) associated therewith are permitted by Section 10.2.1(a)(viii) , and (c) any Acquisition Lease Financing.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you receive an arbitration award that is more favorable than any offer we make to resolve the claim , we will pay you $ 1,000 in addition to the award .

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 Chief Executive Officer, the Board or the Compensation Committee may designate those key employees of the Employer eligible to participate in the Plan ("Eligible Employees"), provided that participation in the Plan shall be limited to a select group of management and highly compensated employees of the Employer (as defined in ERISA Sections 201(2), 301(a)(3) and 401(a)(1)) hired, rehired or transferred into a non-represented (management) position with the Company on or after January 1, 2015. An Eligible Employee shall become a Participant as of the date determined by the Chief Executive Officer, the Board or the Compensation Committee and remain a Participant in the Plan until the Participant's Account is paid in full.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Seller shall execute and deliver to the Company, or shall cause to be executed and delivered to the Company, such additional instruments or documents, and shall take or cause to be taken such other action, as the Company may reasonably request from time to time after the Closing for the purpose of giving effect to the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The waiver by Advance of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee or of any of Advance’s rights 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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth in this Agreement, the Company and the Investor shall exchange the Existing Note at the Note Outstanding Balance in consideration for the issuance of the Exchange Note with a total principal balance of $25,600.00. The closing of the Exchange and issuance of the Convertible Note (the “ Closing ”) shall take place at the offices of the Company, on the date hereof or such other date as the parties shall agree (the “ Closing Date ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instru-ments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstand-ing and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.15 , 2.16 , 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior contracts or agreements, whether oral or written, relating to such matter, including without limitation the Shareholders Agreement by and among the Company and the shareholders of the Company party thereto dated December 9, 2010, as amended by the Assignment and Amendment of Shareholders Agreement dated as of February 27, 2015 and the First Amendment to Shareholders Agreement dated as of March 29, 2016, as it may have been amended, which the parties hereto agree is terminated as of the Effective Time. In the event of any inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including, without limitation, the Bylaws and the Declaration of Trust, this Agreement shall govern as among the parties hereto.

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: This Patent Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of State of New York.

assistant: Applicable 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: R. App. P. 26(a). Ramos-Lopez concedes that her petition for review was not received in this court until the next day, March 3. Instead, she argues that her petition was timely under the three-day enlargement period of Federal Rule of Appellate Procedure 26(c). By its terms, Rule 26(c) applies only to actions triggered by “service.” Fed. R. App. P. 26(c) (“When a party may or must act within a specified time after service, 3 days are added after the period would otherwise expire_” (emphasis added)). Section 1252(b)(1) does not mention “service”; the trigger date for filing is the “date of the final order of removal.” 8 U.S.C. § 1252(b)(1). Thus, Rule 26(c) does not apply to enlarge the period in § 1252(b)(1). See Mounivong v. I.N.S., 49 F.3d 728, at *1 (5th Cir. 1995) (unpublished) (<HOLDING>); Nahatchevska v. Ashcroft, 317 F.3d 1226, 1227 Options: A. holding that the filing of a motion for reconsideration does not toll the period for seeking judicial review of the underlying order B. holding that the time limit for filing a petition for review of a final order of deportation is jurisdictional C. holding under a prior immigration statute that rule 26c did not enlarge the period for filing a petition for review of the bias decision because rule 26c refers to service while the time for filing under the statute at issue commenced upon the date of the issuance of the final deportation order D. holding that the relevant time of inquiry is the date of the filing of the complaint E. holding the jcc did not have the authority pursuant to either statute or rule to set a time limitation for filing the verified petition for fees

assistant: The best answer is C. holding under a prior immigration statute that rule 26c did not enlarge the period for filing a petition for review of the bias decision because rule 26c refers to service while the time for filing under the statute at issue commenced upon the date of the issuance of the final deportation order
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: 2 P.3d 66, 69-72 (Alaska 2000); Beaulieu v. Elliott, 434 P.2d 665, 670 (Alaska 1967)). 72 . Sarah D. v. John D., 352 P.3d 419, 429 (Alaska 2015) (quoting Merrill v. Merrill, 368 P.2d 546, 548 (Alaska 1962)) (citing Alaska R. Civ. P. 52(a); John N. v. Desiree N., No. 14578, 2013 WL 1933133, at *5 (Alaska May 8, 2013)). 73 . AS 25.24.150(g); see AS 25.24.150(j). 74 . AS 25.24.150(h). 75 . See AS 25.90.010 (referring to definition in AS 18.66.990(3)). 76 . See AS 18.66.990(3). 77 . AS 25.24.150(g). 78 . See AS 25.24.150; AS 25.90.010. 79 . See Lisa Bolotin, Note, When Parents Fight; Alaska’s Presumption Against Awarding Custody to Perpetrators of Domestic Violence, 25 Alaska L. Rev. 263, 281-84(2008). 80 . See discussion infra Section IV.D.2.C. 81 . 177 P.3d 830, 836-38 (Alaska 2008) (<HOLDING>), 82 . See Bolotin, supra note 79, at 283-84. Options: A. holding as relevant in a murder case a history of domestic violence involving defendant and his victim B. holding in custody dispute that fathers alleged domestic violence in an earlier marriage must be considered for purposes of as 2524150gi C. holding that children are often physically assaulted or witness violence against one of their parents and may suffer deep and lasting emotional harm from victimization and from exposure to family violence consequently a family law judge should take domestic violence into account when making an award of temporary eustodyt based upon a recognition that it is clear that where domestic violence is present it should be considered when determining parental fitness D. holding that the law to be applied in determining the validity of an outofstate marriage is the law of the state in which the marriage occurred E. holding that previous domestic violence finding did not have res judicata effect in proceeding to modify visitation because domestic violence and visitation modification proceedings are different causes of action

assistant: The best answer is B. holding in custody dispute that fathers alleged domestic violence in an earlier marriage must be considered for purposes of as 2524150gi
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 users. Id. at 123, 129. Similarly, in Penelas v. Arms Tech., Inc., No. 99-1941 CA-06, 1999 WL 1204353 (Fla.Cir.Ct. Dec. 13, 1999), the Mayor of Miami-Dade County brought an action against gun manufacturers, a gun distributor, and three trade associations, asserting various negligence claims and seeking to recover the costs incurred in providing police, fire, emergency, court, prison and other related services as a result of various homicidal, suicidal and accidental shootings in the county. Id. at *1. The court held that the county lacked standing because the damages were purely deriva tive of damages suffered by third parties and too remote to be recoverable. Id. at *2; see also Camden County Bd. of Chosen Freeholders v. Beretta U.S.A. Corp., 123 F.Supp.2d 245, 257-58 (D.N.J.2000) (<HOLDING>); District of Columbia v. Beretta U.S.A. Corp., Options: A. holding a county and a road district had standing to sue state highway commission and county tax collector based on their interest in and control over the public roads of the county B. holding that county lacked constitutional standing to assert against gun manufacturers negligence claims seeking compensation for manufacturers alleged reckless and negligent handgun marketing and distribution because its theory of causation involved a great number of links in the causal chain and county would have been required to show that causation was not severed by distributor retailer or purchaser illegal conduct or gun theft C. holding that evidence of appellants prior gun possession was admissible in a homicide prosecution to show malice and intent possession of a gun without more is not wrongful conduct D. holding direct testimony tying a defendant to a gun was not required when the gun was found in the defendants truck and when the defendant had both ammunition for the gun and a rack in which it could have been kept E. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions

assistant: The best answer is B. holding that county lacked constitutional standing to assert against gun manufacturers negligence claims seeking compensation for manufacturers alleged reckless and negligent handgun marketing and distribution because its theory of causation involved a great number of links in the causal chain and county would have been required to show that causation was not severed by distributor retailer or purchaser illegal conduct or gun theft
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Authorized Person agrees that they will not provide or allow access of the information obtained hereunder to any agent, third party, contractor, subcontractor, or any other public agency, unless authorized in writing by KDOL, and then conditioned upon said agent, third party, contractor, subcontractor, or any other public agency agreeing in writing to be bound by the use and confidentiality terms and conditions of this Confidentiality Agreement. A copy of any such agreement shall be available for inspection upon request by the KDOL and will not be subject to disclosure to third parties by anyone other than KDOL.

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: All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or refusal to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered by reputable overnight guaranty courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant may from time to time by written notice to the other designate another address for receipt of future notices.

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: The Borrower shall cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against any Loan Party, its Subsidiaries, or any of their respective assets to be paid in full, before delinquency or before the expiration of any extension period or timely request such extension. The Borrower will and will cause its Subsidiaries to make timely payment or deposit of all tax payments and withholding taxes required of it and them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, federal and foreign income taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Buyer and Parent may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties made to such Party herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. At any time after the Effective Time, Parent (on behalf of Seller) and Buyer may (1) extend the time for the performance of any of the obligations or other acts of the other, (2) waive any inaccuracies in the representations and warranties made to Buyer (in the case of a waiver by Buyer) or made to Company (in the case of a waiver by Parent) herein or in any document delivered pursuant hereto and (3) waive compliance with any of the agreements or conditions for the benefit of Buyer (in the case of a waiver by Buyer) or made to Company and/or Company Subsidiary (in the case of a waiver by Parent). Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such Party. Without limiting the generality or effect of the preceding sentence, no delay in exercising any right under this Agreement will constitute a waiver of such right, and no waiver of any breach or default will be deemed a waiver of any other breach or default of the same or any other provision in this Agreement.

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: to Rule 54(b), Ala. R. Civ. P. However, ‘[n]ot every order has the requisite element of finality that can trigger the operation of Rule 51(b).’ Goldome Credit Corp. v. Player, 869 So.2d 1146, 1147 (Ala.Civ.App.2003) (emphasis added). A claim is not eligible for Rule 54(b) certification unless it has been completely resolved by the judgment. “.... ‘[T]he trial court cannot confer appellate jurisdiction upon this [Cjourt through directing entry of judgment under Rule 54(b) if the judgment is not otherwise “final.” ’ Robinson v. Computer Servicenters, Inc., 360 So.2d 299, 302 (Ala.1978).” Rather than appealing from the trial court’s interlocutory order, Deakle should have filed a petition for a writ of mandamus. See Ex parte Fort James Operating Co., 905 So.2d 836 (Ala.Civ.App.2004) (<HOLDING>). However, for the reasons explained in Part I Options: A. holding that a petition for a writ of mandamus is the appropriate mechanism for challenging a trial courts grant of leave to amend a complaint B. holding the district court is not required to grant a plaintiff leave to amend his complaint sua sponte when the plaintiff who is represented by counsel never filed a motion to amend nor requested leave to amend before the district court C. holding that to grant a writ of mandamus a court in the exercise of its discretion must be satisfied that the writ is appropriate under the circumstances D. holding that denial of leave to amend was appropriate because the plaintiff sought to amend his complaint two years after filing his complaint on the eve of trial when discovery was complete E. holding that a trial judges denial of a recusal motion can be challenged on appeal or in a petition for a writ of mandamus

assistant: The best answer is A. holding that a petition for a writ of mandamus is the appropriate mechanism for challenging a trial courts grant of leave to amend a complaint
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices or other communications required or permitted to be provided hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed e-mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company or the Investor, as applicable, at the address for such recipient listed on the signature pages hereto or at such other address as such recipient has designated by two days advance written notice to the other parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

assistant: Applicable 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: Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that subject to Section 11 of the Plan and Section 20 of this Agreement, no such amendment shall adversely affect the rights of the Grantee with respect to the RSUs without the Grantee’s consent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 510-12. Citing an Eighth Circuit case, we stated that “conditions will not be considered intolerable unless the employer has been given a reasonable chance to resolve the problem.” Id. at 511. But we balanced this observation with the contrapuntal declaration in the next sentence, stating, “On the other hand, an employee need not stay if he or she reasonably believes there is no possibility the employer will respond fairly.” Id. Thus, Van Meter is ambiguous on the question of whether an employee suffering intolerable discrimination must remain on the job while the employer investigates. In any event, Van Meter is not entitled to stare decisis because the parties agreed on the elements of constructive discharge in their briefs before the court. See, e.g., Hemingway, 734 F.3d at 335 (<HOLDING>); Goldberger, 209 F.3d at 49 (finding certain Options: A. holding a prior case was not precedent on an issue when the issue was not contested B. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it C. holding previous case when no one challenged the issue could not be precedent on the issue D. holding that when an appellant fails to offer an argument on an issue that issue is abandoned E. holding that remand was meaningless on one issue but still remanding the case to the agency on another issue

assistant: The best answer is A. holding a prior case was not precedent on an issue when the issue was not contested
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 can find specific details regarding your netflix membership by visiting our website and clicking on the `` your account '' link available at the top of the pages of the netflix website under your profile name .

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: basis of the request for declaratory judgment.” LSRC asserts that Texas Insurance Code section 4102.207 makes contracts with unlicensed public insurance adjusters merely voidable, not void, thereby purportedly defeating any claim for a declaratory judgment that the contracts are void. Under the Uniform Declaratory Judgments Act, a person interested under a written contract may have determined a question of construction or validity arising under the contract and obtain a declaration of rights. See Tex. Civ. Prac. & Rem. Code Ann. § 87.004 (West 2015). The law is well-settled that a contract to fulfill an obligation that cannot be performed without violating the law contravenes public policy and is void. See Lewis v. Davis, 145 Tex. 468 . Civ. App.—Houston [1st Dist.] 1979, no writ) (<HOLDING>). The rationale behind this rule—that courts Options: A. holding that probable cause existed to arrest for driving on a suspended license under state law B. holding motorist entitled to hearing before taking his license under statute that required loss of license if uninsured driver involved in an accident C. holding contract for driving services void and illegal because driver did not have chauffeurs license and consequently performance of contract would violate law re quiring chauffeurs license which was enacted for purpose of public safety D. holding that possession of a drivers license is irrelevant to the offense of failing to present a license which is completed by failing to present the license when requested to do so by an officer E. recognizing validity of retroactive license that memorialized grant of oral license

assistant: The best answer is C. holding contract for driving services void and illegal because driver did not have chauffeurs license and consequently performance of contract would violate law re quiring chauffeurs license which was enacted for purpose of public safety
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: No. 15 at 6.) The Court agrees. The United States is a sovereign nation, and as such, it may not be sued absent consent. See Lehman v. Nakshian, 453 U.S. 156, 160, 101 S.Ct. 2698, 69 L.Ed.2d 548 (1981); Gilbert v. DaGrossa, 756 F.2d 1455, 1458 (9th Cir.1985.) If the United States has not consented to the suit, subject matter jurisdiction is lacking and the complaint must be dismissed. Fed.R.Civ.P. 12(h)(3); United States v. Mitchell, 463 U.S. 206, 212, 103 S.Ct. 2961, 77 L.Ed.2d 580 (1983); Gilbert, 756 F.2d at 1458. Administrative prerequisites aimed at agency resolution of a claim prior to suit generally are jurisdictional, as the Government’s consent to be sued is premised upon adherence to the prerequisites. See, e.g., Sommatino v. United States, 255 F.3d 704, 708 (9th Cir.2001) (<HOLDING>); Jerves v. United States, 966 F.2d 517, 519 Options: A. holding that exhaustion of administrative remedies is a mandatory prerequisite to a lawsuit under foia B. holding exhaustion of regulatory administrative process is jurisdictional prerequisite to district court hearing discrimination claim C. recognizing that exhaustion of state administrative remedies is not a prerequisite to bringing a 1983 action D. holding that exhaustion of issues is jurisdictional E. holding that exhaustion is mandatory and jurisdictional

assistant: The best answer is B. holding exhaustion of regulatory administrative process is jurisdictional prerequisite to district court hearing discrimination 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 legal provision and list the applicable contract clause categories. Provision: In connection with any termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, each of the Company and Executive shall execute and deliver a Mutual General Release in the form and substance of attached hereto as Exhibit B (a “Release”) and the Executive’s right to payment of the amounts specified in Sections 8.4(a)(ii), 8.4(b) and 8.4(c) shall be subject to Executive’s execution (without revocation) of such a Release within sixty (60) days after the Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: BORROWER AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON SITTING IN SPOKANE COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH WASHINGTON STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS LOAN AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To 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: The representations and warranties contained in Section 5 of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to such Guarantor and its properties, are true and correct in all material respects as of the Closing Date, each such representation and warranty set forth in such Section (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guarantee by this reference as though specifically set forth in this Article.

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 case excerpt and choose the best holding from the options. Case excerpt: In addition, to the extent Olmstead has argued that the court abused its discretion in denying his Rule 60(b) motion because he was proceeding without counsel, a defendant’s pro se status in civil litigation generally will not excuse mistakes he makes regarding procedural mies. See McNeil v. United States, 508 U.S. 106, 113, 113 S.Ct. 1980, 1984, 124 L.Ed.2d 21 (1993) (explaining that the Court “never [had] suggested that procedural rules in ordinary civil litigation should be interpreted so as to excuse mistakes by those who proceed without counsel,” because “experience teaches that strict adherence to the procedural requirements specified by the legislature is the best guarantee of evenhanded administration of the law”); see also Wayne v. Jarvis, 197 F.3d 1098, 1104 (11th Cir.1999) (<HOLDING>). Moreover, relief cannot be granted under Rule Options: A. holding that a pro se litigants failure to comply with the filing deadlines for a notice of appeal set out in federal rule of bankruptcy procedure 8002 meant that the district court lacked jurisdiction over the litigants appeal B. holding that although pro se litigants are entitled to liberal construction of their pleadings pro se litigants must follow procedural rules C. recognizing that although pro se litigants are not entitled to greater rights than represented litigants due process principles permit the imposition of a procedural bar only after consideration of the pro se litigants reasonable expectations about what had occurred D. holding that rule 56f applies to pro se litigants E. holding that liberal construction of the pleading requirements for pro se litigants does not equate with liberal deadlines

assistant: The best answer is E. holding that liberal construction of the pleading requirements for pro se litigants does not equate with liberal deadlines
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: (1995)). See also In re Manville Forest Products Corp., 209 F.3d 125 (2d Cir.2000); In re Texaco, Inc. 218 B.R. 1 (Bankr.S.D.N.Y.1998). 29 . See Ely-Cruikshank Co., Inc. v. Bank of Montreal, 81 N.Y.2d 399, 402, 599 N.Y.S.2d 501, 615 N.E.2d 985 (N.Y.1993) (“Ely-Cruikshank ") (citations omitted); see also T & N PLC v. Fred S. James & Co. of New York, Inc., 29 F.3d 57, 59-60 (2d Cir.1994). 30 . See page 15 above. 31 . Complaint ¶¶ 16-18. 32 . Highland's complaint seems to suggest both. Complaint ¶ 16 refers to the Memorandum as the offer, but Complaint ¶ 18 refers to Lyondell as having ''accepted” Highland’s offer in its Commitment Letter. However, any inconsistency here is irrelevant. 33 . Complaint ¶¶ 34, 35. 34 . See Ely-Cruikshank, 81 N.Y.2d at 402, 599 N.Y.S.2d 501, 615 N.E.2d 985 (<HOLDING>). 35 . 87 N.Y.2d 384, 639 N.Y.S.2d 977, 663 Options: A. holding immaterial breach did not constitute breach of contract B. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract C. holding that trial court erred by dismissing breach of contract claim because appellee made promises to perform specific acts in contract the breach of which would give rise to a breach of contract action D. holding party in breach could not maintain suit for breach of contract E. holding that a cause of action for breach of contract accrues at the time of the breach

assistant: The best answer is E. holding that a cause of action for breach of contract accrues at the time of the breach
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: suspicious person? A No, I do not, other than Hispanic male. Officer Henderson continued his testimony during a voir dire: Q Officer, at the time you got the call about suspicious activity [sic], was any criminal activity alleged? A Not from what our dispatcher gave us, no. Q Okay. And did you, up to the point where you stopped [the juvenile], did you ever see him committing any illegal act? A No, sir. Q Okay. And you, he was walking away from you, and you asked him to stop and patted him down? A He looked in my direction and then turned and walked away. juvenile committing any criminal acts, nor had there been other reports of any criminal activity in the area that day. Cf. State v. Thompson, 296 N.C. 703, 707, 252 S.E.2d 776, 779, cert. denied, 444 U.S. 907, 62 L. Ed. 2d 143 (1979) (<HOLDING>). Although the trial court found that police Options: A. holding that where an officer threw an arrestee against a van kneed him in the back pushed his head into the side of a van and searched his groin area in an uncomfortable manner such force was de minimis force B. holding that officers had probable cause to search the defendants van for drugs where among other facts the defendant had voluntarily retrieved half a gram of methamphetamine from the vehicle and had acted surreptitiously in doing so C. holding that circumstances created reasonable suspicion for investigatory stop D. holding that the protective sweep of a van was lawful where officers stopped the van on reasonable suspicion that the driver had just committed an armed bank robbery and officers could not see inside the van to determine whether other occupants posed a danger to them E. holding circumstances supporting reasonable suspicion for an investigatory stop of occupants of a van included that the van was located near the vicinity where officers had reports earlier that evening of breakins involving a van

assistant: The best answer is E. holding circumstances supporting reasonable suspicion for an investigatory stop of occupants of a van included that the van was located near the vicinity where officers had reports earlier that evening of breakins involving a van
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall reimburse Lender for all reasonable and documented costs and out-of-pocket expenses of every kind actually incurred by Lender in connection with the preparation, negotiation, execution and delivery of this Waiver and any documents and instruments relating hereto or thereto (which costs include, without limitation, the out-of-pocket reasonable and documented fees and expenses of any attorneys retained by Lender).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has furnished to 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 quarter then ended certified by the chief financial or accounting officer of REIT, (b) as of the Closing Date, an unaudited statement of Net Operating Income for each of the Unencumbered Properties included in the calculation of Unencumbered Asset Value for the period ending March 31, 2016 reasonably satisfactory in form to the Agent and certified by the chief financial or accounting officer of REIT as fairly presenting in all material respects the Net Operating Income for such parcels for such periods, and (c) certain other financial information relating to the Borrower, Guarantors and the assets included in the calculation of Unencumbered Asset Value. Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles and fairly present in all material respects the consolidated financial condition of REIT and its Subsidiaries as of such dates and the consolidated results of the operations of REIT and its Subsidiaries for such periods. There are no liabilities, contingent or otherwise, of REIT or any of its Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto (other than liabilities permitted under this Agreement incurred after the date of said financial statements).

assistant: Financial Statements