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: Set forth in Schedule V is a complete and correct list of all of the Subsidiaries of XL Group as of March 31, 2016, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Schedule V, as of the date hereof, (x) each of XL Group and its Subsidiaries owns, free and clear of Liens (other than Liens permitted under Section 7.03), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Schedule V, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) except as disclosed in filings of XL Group with the SEC prior to the date hereof, there are no outstanding Equity Rights with respect to any Account Party (other than XL Group).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: slurs. Goshay and Martin were credible witnesses. The Court credits Goshay’s testimony because it is highly unlikely that Goshay used such derogatory language about members of his own race. Goshay also asked plaintiff Ford and other black employees to take Mead’s supervisory training program. Ford refused this opportunity. For all of these reasons, the Court believes Mr. Goshay on this evidentiary issue instead of the testimony presented by plaintiffs. 29. In any event, the prior use of the hand signals and Goshay’s alleged statements do not create an inference of discrimination because plaintiffs failed to show that any such signals and remarks played any part in the defendant’s promotional process. See Barber v. International Bhd. of Boilermakers, 778 F.2d 750, 761 (11th Cir.1985) (<HOLDING>). The “probative value of [the hand signal and Options: A. holding that a hearsay statement can itself be considered in first determining if a conspiracy existed when the statement was made B. holding that statement by employer that plaintiff was a smart ass nigger did not carry plaintiffs ultimate burden of proof when statement was unrelated to the referral practice at issue C. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen D. holding appellate argument that statement violated rule 404b was improper because it was the defendant who elicited the statement at trial E. holding that in employees age discrimination suit against former employer supervisors statement to employee was not hearsay even though the statement was offered for its truth because the statement was an admission by a party opponent

assistant: The best answer is B. holding that statement by employer that plaintiff was a smart ass nigger did not carry plaintiffs ultimate burden of proof when statement was unrelated to the referral practice at issue
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 otherwise provided herein or in the Indenture, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Indenture, as to any Pledgor, addressed to it at the address of the Company set forth in the Indenture and as to the Noteholder Collateral Agent, addressed to it at the address set forth in the Indenture, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.7 .

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 Company shall deliver to Buyer evidence, in form and substance reasonably satisfactory to Buyer, that all consents of Governmental Entities required in connection with the Merger, this Agreement and the other transactions contemplated thereby, have been obtained or made, and are in full force and effect and any waiting period (or extension thereof), to the extent applicable to the Merger, under the HSR Act shall have been terminated or shall have expired.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the Completion Date with respect to the Facility and the installation of all of the Equipment therein, the Company shall prepare and deliver to the Agency, a schedule listing all of the Equipment not previously described in this Lease Agreement. If requested by the Agency, the Company shall thereafter furnish to the Agency, within sixty (60) days after the end of each calendar year, a schedule listing all of the Equipment not theretofore previously described herein or in the aforesaid schedule.

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 case excerpt and choose the best holding from the options. Case excerpt: has shipped no products into the U.S. since 2007. In light of these limitations, and in the absence of additional product distribution, the present record does not support the exercise of general jurisdiction over Nestlé Canada. Plaintiffs seek to acquire general jurisdiction over Cadbury pic and Cadbury Holdings on substantially the same grounds advanced against Nestlé S.A. Plaintiffs claim that the periodic business inspections, quality auditing procedures, and royalty payments required by the Cadbury — Hershey agreements permit the court to exercise general jurisdiction. However, these regular but infrequent business dealings are precisely the type of contacts that the Supreme Court rejected as a basis for general jurisdiction in Helicopteros. 466 U.S. at 417-18, 104 S.Ct. 1868 (<HOLDING>). Hence, the court finds this argument Options: A. holding that standing alone defendants 4 million in sales in the forum state over a sevenyear period may not have been sufficient to support the exercise of general jurisdiction but that the numerous other contacts with the forum in the case including advertising relationships with dealers and more than 150 visits tipped the balance and led the court to conclude that there were sufficient contacts to allow the exercise of general jurisdiction B. holding that purchases even if occurring at regular intervals were insufficient to establish general personal jurisdiction over a nonresident corporation C. holding that phone and facsimile communications to the forum purchase orders and payments sent to the forum a choice of law clause within the contract regarding the forum state and delivery of the product within the forum state were not enough to satisfy minimum contacts D. holding business visits to the forum unrelated to the alleged breach of contract not jurisdictionally insignificant E. holding that business visits and purchases within a forum even if occurring at regular intervals are not enough to support general jurisdiction over a defendant

assistant: The best answer is E. holding that business visits and purchases within a forum even if occurring at regular intervals are not enough to support general jurisdiction over a defendant
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 exposure creating the need for surveillance was “the very essence of irreparable harm”); Gibbs v. E.I. DuPont De Nemours & Co., Inc., 876 F.Supp. 475, 481 (W.D.N.Y.1995) (“A court-administered fund which goes beyond payment of the costs of monitoring an individual plaintiffs health to establish pooled resources for the early detection and advances in treatment of the disease is injunctive in nature rather than ‘predominantly money damages’ and therefore is properly certified under Rule 23(b)(2)”); Hansen v. Mountain Fuel Supply, 858 P.2d 970, 982 (Utah 1993) (use of a court-supervised fund to administer medical monitoring “is a highly appropriate use of the Court’s equitable powers”); Potter v. Firestone Tire & Rubber Co., 6 Cal.4th 965, 25 Cal.Rptr.2d 550, 863 P.2d 795, 825 (1993) (<HOLDING>). We find that under Rule 23(b)(2), after Options: A. holding that courtsupervised funds for medical monitoring for massexposure toxic torts cases best serve public health interests B. holding that requiring a petitioner to establish by clear and convincing evidence that visitation is in the best interests of the child would provide effective protection for a parents choice except where the choice is plainly contrary to a childs best interests C. holding that an official has defrauded the public of his services if he secretly makes an official decision based on his own personal interests rather than the best interests of his constituents D. holding that privacy interests outweighed public interests even though the public is already familiar with certain aspects of the requested data E. holding court cannot change custody without showing that change is in best interests of child

assistant: The best answer is A. holding that courtsupervised funds for medical monitoring for massexposure toxic torts cases best serve public health interests
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: Effective as of the Closing Date, Assignor, to the extent of its interest therein, hereby sells, assigns, transfers and conveys to Assignee, to the extent assignable, all of Assignor’s right, title and interest in, to and under the Unrecorded Encumbrances and other agreements set forth on attached Exhibit A (the “ Assignment” ).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: aspects of their practices while preserving the established professional aspects of the personal relationship between the professional person and those he serves.” Okla. Stat. tit. 18, § 802 (emphasis added); Am. Nat’l Bank and Trust Co. of Shawnee v. Clarke & Van Wagner, Inc., 692 P.2d 61, 66 (Okla.App.1984). The PEA makes clear that it does not shield professionals from lawsuits brought by clients of the professional, even when the alleged wrongful action was performed in the scope of employment. See id. § 812 (“This act does not alter any law applicable to the relationship between a person rendering professional services and a person receiving such services, including liability arising out of such professional services”); Am. Nat’l Bank and Trust Co. of Shawnee, 692 P.2d at 67 (<HOLDING>). Neither the PEA nor Oklahoma case law appears Options: A. holding that to find abandonment rather than merely neglect there must be proof that the attorneyduring a given time periodwas required to accomplish specific professional tasks for the client failed to accomplish those tasks and failed to communicate with the client and that the proof must objectively indicate that the attorney has deserted rejected andor relinquished the professional responsibilities owed to the client B. holding client is not liable for actions of attorney who misled client as to the status of case C. holding that individual attorneys and professional corporation were liable for excessive fees retained and owed to client D. holding that tcprc section 380018 authorizing recovery of attorneys fees against individual or corporation does not provide for award of attorneys fees against limited partnership E. holding that broker owed no fiduciary duty to client as a matter of law

assistant: The best answer is C. holding that individual attorneys and professional corporation were liable for excessive fees retained and owed to client
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on a presumption of prejudice if they can show that their insureds failed to give prompt notice of a claim. See Am. Home Assurance Co. v. Int’l Ins. Co., 90 N.Y.2d 433, 661 N.Y.S.2d 584, 684 N.E.2d 14, 16-17 (1997). Unigard Sec. Ins. Co., Inc. v. N. River Ins. Co., 79 N.Y.2d 576, 584 N.Y.S.2d 290, 594 N.E.2d 571, 573 (1992) (“It is settled New York law that the notice provision for a primary insurer operates as a condition precedent and that the insurer need not show prejudice to rely on the defens v. 1149(PKL), 1994 WL 163700, at *10 (S.D.N.Y. Apr. 28, 1994) (vacated on other grounds) (allowing indemnitor who was “functioning analogously to a primary insurer” the benefit of the no prejudice rule), with Smurfit Newsprint Corp. v. Se. Paper Mfg. Co., 368 F.3d 944, 952-53 (7th Cir.2004) (<HOLDING>); Red Ball, 947 F.Supp. at 123 (declining to Options: A. holding that a tortfeasor seeking contribution and indemnification is required to follow the 120day notice provision in the cda and not the 60day notice provision B. holding that the district court improperly extended new yorks noprejudice rule to the notice for indemnification provisions in an asset purchase agreement C. holding that statutory notice provisions for notice of default and opportunity to cure were waived by provisions of note as to one obligor though provisions applied to coobligor who used property as residence D. recognizing district court application of the same rule E. holding that the district court improperly limited the claims according to the preferred embodiment

assistant: The best answer is B. holding that the district court improperly extended new yorks noprejudice rule to the notice for indemnification provisions in an asset purchase agreement
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: Capitalized terms that are not defined in the body of this Award Agreement are defined in the Definitions Appendix, which also includes terms that are defined in the Plan or in The Goldman Sachs Amended and Restated Stock Incentive Plan (2015).

assistant: Definitions
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: admissible if they fall within one of several exceptions. Quarles, 467 U.S. at 655, 687 n. 10, 104 S.Ct. 2626. In Quarles, the United States Supreme Court articulated one of these exceptions as occurring when the interrogation is prompted by a concern for public safety. Id. at 655-56, 104 S.Ct. 2626. In recognizing the public safety exception, the Court held that “concern for public safety must be paramount to adherence to the literal language of the prophylactic rules enunciated in Miranda.” Id. at 653, 104 S.Ct. 2626. [IT 23] Federal courts have held that the public safety exception applies to law enforcement questioning related to the location of a gassing generator or other methamphetamine manufacturing equipment. See, e.g., United States v. Noonan, 745 F.3d 934, 938 (8th Cir.2014) (<HOLDING>); United States v. King, 182 Fed.Appx. 88, 91 Options: A. holding inter alia that experienced officers observations that the defendant was under the influence of either methamphetamine or cocaine did not by itself establish probable cause to believe that the defendant had committed a crime B. holding that during a routine traffic stop it is reasonable for an officer to search the driver for weapons before placing the driver in a patrol car if placing the driver in the patrol car during the investigation prevents officers or the driver from being subjected to a dangerous condition and placing the driver in the patrol car is the least intrusive means to avoid the dangerous condition C. holding that the public safety exception applied when a deputy had probable cause to believe that a stopped driver was a methamphetamine manufacturer and the officer asked if a one pot was in the car to avoid being sprayed with toxic chemicals D. holding that a police officer may as a matter of course order the driver of a lawfully stopped car to exit his vehicle E. holding that for general safety purposes an officer may routinely order the driver of a lawfully stopped vehicle to exit the vehicle because when the vehicle is already stopped the slight additional intrusion associated with being directed to exit the car can only be described as de minimis

assistant: The best answer is C. holding that the public safety exception applied when a deputy had probable cause to believe that a stopped driver was a methamphetamine manufacturer and the officer asked if a one pot was in the car to avoid being sprayed with toxic chemicals
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 Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable law and appropriate confidentiality requirements. The Manager shall, and shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Servicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants, and up to one such visit and inspection by any of the Servicer, the Controlling Class Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided , however , that during the continuance of a Warm Back-Up Management Trigger Event or Manager Termination Event, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense; provided , further that the Servicer, the Trustee and the Controlling Class Representative shall use commercially reasonable efforts to coordinate their visit and inspection such that they will occur concurrently. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege.

assistant: Records
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: v. Solomon, 399 F.3d 1231, 1239 (10th Cir.2005). The right to present a defense arises under the Fifth Amendment right to due process and the Sixth Amendment right to compulsory process. Id. We will reverse the district judge’s decision excluding evidence only if the proffered evidence is both relevant and material (i.e., its exclusion would affect a trial’s outcome). United States v. Hernandez-Hernandez, 519 F.3d 1236, 1238-39 (10th Cir.2008), cert. denied, — U.S. —, 129 S.Ct. 162, 172 L.Ed.2d 117 (2008). Here, even assuming that the district judge erred by excluding the testimony, we conclude that the exclusion was harmless and Mr. Eastom’s right to present a defense was not violated. Mr. Murray’s testimony would not have affected the trial’s outcome. See Velarde, 214 F.3d at 1211 (<HOLDING>); Hemandez-Hemandez, 519 F.3d at 1238-39 Options: A. holding that the giving of an erroneous reasonable doubt instruction can never be harmless error B. holding that a substantial right is affected when the error had a substantial and injurious effect or influence in determining the jurys verdict C. holding that nonconstitutional error is harmless if it did not have substantial and injurious effect or influence in determining the jurys verdict D. holding that an erroneous decision to exclude evidence is considered harmless unless the error had a substantial influence on the outcome or leaves this court in grave doubt as to whether it had such an effect E. holding that erroneous admission of evidence was harmless where it had no substantial and injurious effect or influence on the jury verdict judged in relation to the total evidence on the issue in question internal quotation marks omitted

assistant: The best answer is D. holding that an erroneous decision to exclude evidence is considered harmless unless the error had a substantial influence on the outcome or leaves this court in grave doubt as to whether it had such an effect
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall initially have one (1) Manager. The initial Manager shall be W. John Short. The number of Managers of the Company shall be fixed from time to time by the affirmative vote or written consent of a Majority in Interest of the Members; provided , that in no instance shall there be less than one (1) Manager and provided further , that if the number of Managers is increased to more than one (1), the Certificate shall be amended to delete the statement that the Company has only one Manager. Unless a Manager resigns or is removed, the Manager shall hold office until a successor is elected and qualified. Managers shall be elected by the affirmative vote or written consent of a Majority in Interest of the Members. A Manager need not be a Member, an individual, a resident of any specific State, or a citizen of the United States. If there is more than one (1) Manager, the vote of a majority of the Managers shall govern all decisions to be made by the Managers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized overnight courier or by certified mail, first class postage prepaid, or by facsimile or email, to the intended party at the address, facsimile number or email address of such party set forth in Schedule 13.2 or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (b) if transmitted by facsimile or email, when receipt is confirmed by telephonic or electronic means.

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: Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur as promptly as possible, and in any event no later than three (3) Business Days following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article VI (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the satisfaction or waiver of such conditions) or on such other date as the Parties may agree in writing. The date of the Closing shall be referred to herein as the “ Closing Date ”. The Closing shall take place at the offices of Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199, at 10:00 a.m. Boston, Massachusetts time, or at such other place or at such other time as the Parties may agree in writing.

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: The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including Section 9.9 with respect to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW 5 1401 AND 5 1402.

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: If any provision of this Agreement shall be declared illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof. To the extent permitted under applicable law, the severed provision shall be interpreted or modified so as to be enforceable to the maximum extent permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a grace period of 30 days to permit the claimant to comply with that subsection.” See Act of May 5, 1995, 74th Leg., R.S., ch. 140, § 1, 1995 Tex. Gen. Laws 985, 985-87, repealed by Act of June 2, 2003, 78th Leg., R.S., ch. 204, § 10.09, 2003 Tex. Gen. Laws 847, 887. Under section 13.01(g), the granting of a 30-day grace period is mandatory upon a finding that the failure to comply was the result of accident or mistake. Walker v. Gutierrez, 111 S.W.3d 56, 62-63 (Tex. 2003). Although a trial court has the discretion to find good cause and grant an extension under section 13.01(f) based on facts that also would constitute accident or mistake under section 13.01(g), this does not mean that the analysis under these two statutory provisions is the same. See James, 2005 WL 713671, at *2-4 (<HOLDING>). Even if the Scotts had proven accident or Options: A. holding that claims under the adea and the nyshrl are subject to the same analysis B. holding that analysis under section 1301g is not the same as the analysis under section 1301f and that the existence of accident or mistake is irrelevant because appellants moved for relief only under section 1301f C. holding that equitable relief is not available to an individual under this section of the fdcpa D. holding that plaintiff had failed to state a claim for relief under section 1983 E. holding that section 4a12 is a broadly applicable section of the guidelines

assistant: The best answer is B. holding that analysis under section 1301g is not the same as the analysis under section 1301f and that the existence of accident or mistake is irrelevant because appellants moved for relief only under section 1301f
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 the request of the Company following the Separation Date, Employee will cooperate with the Company, with Pentair plc and with any affiliate of Pentair plc in any claims or lawsuits where Employee has knowledge of the facts. Nothing in this Agreement prevents Employee from testifying at an administrative hearing, arbitration, deposition or in court in response to a lawful and properly served subpoena, nor does it preclude Employee from filing an administrative charge with a government agency or cooperating with a government agency in connection with an administrative charge (though he may not recover damages or receive any relief if he does file such a charge as noted in Section 2 above). Employee certifies, warrants and represents that he has faithfully discharged his role with the Company at all times during his employment. Employee further certifies, warrants and represents that he is unaware of any actual or potential violations of law by the Company, Pentair plc, or any affiliate of Pentair plc.

assistant: Cooperation
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: lot of money, which the defendant was obligated to keep intact or deliver.” Sweeney v. DeLuca, No. 042338, 2006 WL 936688, at *8 (Mass.Super.Ct. Mar. 16, 2006) (citing 53A Am.Jur. 2D Money § 21 (2005) (citing Garras v. Bekiares, 315 Mich. 141, 23 N.W.2d 239, 241 (1946) (allowing claim for conversion where money is identifiable and defendant had obligation to return the specific money with which he was entrusted), U.S. Fid. & Guar. Co. v. Bass, 619 F.2d 1057, 1060 (5th Cir.1980) (stating that “a cause of action may arise from conversion of specific money capable of identification”); and Teledyne Indus. Inc. v. Eon Corp., 373 F.Supp. 191, 202 (S.D.N.Y.1974) (applying conversion claim to a “special account”))); see also Morrin v. Manning, 205 Mass. 205, 91 N.E. 308, 309 (1910) (<HOLDING>). Where, however, a plaintiffs claim is “not Options: A. recognizing that an action will lie for conversion of money when its identification is possible and there is an obligation to deliver the specific money in question or otherwise particularly treat the specific money B. holding that plaintiff could recover money mistakenly paid in excess of contract price C. holding that where constable seized money from plaintiffs cash register the money seized was in excess of the debt constable was authorized to collect under a writ and constable refused to return the excess an action in trover would lie against constable to recover the excess since constable wrongfully took it for his own use and had no right of possession D. holding that taking money from a victim offering the money out of fear of violence can be larceny from the person because there is no consent and the money was removed from the actual possession or custody of the person or his immediate pres ence viz the area within his control E. holding that attorneys could not recover fees in excess of amount billed

assistant: The best answer is C. holding that where constable seized money from plaintiffs cash register the money seized was in excess of the debt constable was authorized to collect under a writ and constable refused to return the excess an action in trover would lie against constable to recover the excess since constable wrongfully took it for his own use and had no right of possession
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 acknowledge and agree that yahoo is not responsible for the availability of such external sites or resources , and does not endorse and is not responsible or liable for any content , advertising , products or other materials on or available from such sites or resources .

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: Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Amended Credit Agreement. The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this First Amendment, including the terms defined in the preamble and recitals hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary in this Agreement, it is intended that the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A-1(b)(4) (relating to short-term deferrals), 1.409A-1(b)(9)(iii) (relating to separation pay plans), or 1.409A-3(a)(4) (relating to payments made on a specified date), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. The commencement of payment or provision of any payment or benefit under this Agreement shall be deferred to the minimum extent necessary to prevent the imposition of any excise taxes or penalties on the Company or Employee.

assistant: General
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) or more counterparts (including by facsimile or other electronic transmission), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 406 U.S. 813 92 S.Ct. 1931 32 L.Ed.2d 511 Earnest James AIKENS, Jr., Petitioner,v.State of CALIFORNIA. No. 68—5027. Argued Jan. 17, 1972. Decided June 7, 1972. Anthony G. Amsterdam, Stanford, Cal., for petitioner. Ronald M. George, Los Angeles, Cal., for respondent. PER CURIAM. 1 Petitioner in this case, which has been orally argued and is now sub judice, has filed a Suggestion of Mootness and Motion for Remand based on the intervening decision of the California Supreme Court in People v. Anderson, 6 Cal.3d 628, 100 Cal.Rptr. 152, 493 P.2d 880 (1972). That decision declared capital punishment in California unconstitutional under Art. 1, § 6, of the state constitution. The decision rested on an adequate state ground and the State's petition for writ of certiorari was denied. 406 U.S. 958, 92 S.Ct. 2060, 32 L.Ed.2d 344. The California Supreme Court declared in the Anderson case that its decision was fully retroactive and stated that any prisoner currently under sentence of death could petition a superior court to modify its judgment. Petitioner thus no longer faces a realistic threat of execution, and the issue on which certiorari was granted—the constitutionality of the death penalty under the Federal Constitution—is now moot in his case. Accordingly the writ of certiorari is dismissed. 2 Certiorari dismissed.

assistant: 9
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: Montage has all necessary legal capacity, corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Montage and, assuming it has been duly and validly executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Montage, enforceable against Montage in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity.

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: The Company agrees to deliver to the Investor any amendments to the Shareholders Agreement, the IAA (as defined in the Bye-Laws), the Cooperation Agreement (as defined in the Investor Memorandum Supplement), the Shared Services Agreement (as defined in the Investor Memorandum Supplement) and the organizational documents of the Company, in each case within ten (10) Business Days after any such amendment becomes effective.

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 Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York for agreements to be wholly performed therein, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in the manner provided for the giving of notices in Section 9 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party will be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: F.Supp. 938 (S.D.Tex.1970). Contra, Red Star Towing & Transp. Co. v. Dept. of Transportation of N. J., 423 F.2d 104 (3rd Cir. 1970). Cf., Parden v. Terminal Railway, 377 U.S. 184, 84 S.Ct. 1207, 12 L.Ed.2d 233 (1964); Petty v. Tennessee-Missouri Bridge Comm., 359 U.S. 275, 79 S.Ct. 785, 3 L.Ed.2d 804 (1959). 10 . In almost all the cases on this subject the Court has found, an admiralty court has never apjdied state immunity law to defeat an otherwise meritorious cause of action against an agency or political subdivision of the state. In re M/T Alva Cape, 405 F.2d 962 (2d Cir. 1969); Kelley Island Line & Transport Co. v. City of Cleveland, 47 F.Supp. 523 (N.D.Ohio 1942); 1 Benedict on Admiralty, § 210 (6 ed. 1940). Contra, Broward County, Fla. v. Wickman, 195 F.2d 614 (5th Cir. 1952) Options: A. holding that florida county enjoys same immunity that state does B. holding county clerk sued in official capacity was entitled to the immunity the county enjoyed C. recognizing that the state enjoys sovereign immunity in regard to tort actions unless the legislature waived immunity pursuant to a specific statute D. 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 E. holding that the lehigh county sheriff is a county officer rather than a state officer

assistant: The best answer is A. holding that florida county enjoys same immunity that state does
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If (a) this Promissory Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Promissory Note or to enforce the provisions of this Promissory Note, or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors' rights and involving a claim under this Promissory Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys' fees and disbursements.

assistant: Enforcements
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 the Lenders and each L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

assistant: Authority
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 the provisions of Article 15 of the S&O Agreement relating to tax matters shall apply to this Agreement and the transactions contemplated hereby to the same extent as if set forth herein in full (except that references to the “Company” shall be deemed to refer to LW hereunder and references to “Macquarie” shall be deemed to refer to the Buyer hereunder).

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: Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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 case excerpt and choose the best holding from the options. Case excerpt: might or might not impute to members of a firm. Neither the Fifth Circuit nor the Supreme Court of Mississippi has addressed how Rule 1.10(b) might apply to non-lawyer employees. Other courts, as noted by Defendants, have held that local rules which are similar or identical to Rule 1.10(b) apply to non-lawyer employees. In Zimmerman [v. Mahaska Bottling Co., 270 Kan. 810, 815-17, 19 P.3d 784, 788-90 (2001) ], the Kansas Supreme Court held that the [Kansas Rules of Professional Conduct] applied not only to attorneys, but also to nonlawyer employees. Id. at 790[] (citing Daines v. Alcatel, S.A., 194 F.R.D. 678, 681 (E.D.Wash.2000)) (using Washington Rules of Professional Conduct [WRPC] 5.3 to apply WRPC 1.10 to nonlawyer employees); Makita Corp. v. U.S., 819 F.Supp. 1099, 1104 (CIT 1993) (<HOLDING>); Smart Industries v. Superior Court, 179 Ariz. Options: A. holding that model rule 53 requires courts to apply the same ethical standards to nonlawyer employees B. holding that two prior complaints and the testimony from two witnesses who were injured by the same model meat grinder were admissible to rebut the notion that defendant had no notice of a defective condition of the grinder model at issue C. holding same D. holding that the same evidentiary standards apply postbooker E. holding that the same standards apply to claims under the ada and under the rehabilitation act

assistant: The best answer is A. holding that model rule 53 requires courts to apply the same ethical standards to nonlawyer employees