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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “Defense. ” Whitaker contends the circuit court “erred in failing to instruct the jury on the term ‘defense.’ ” Whitaker also contends that it was incumbent on the circuit court to instruct the jurors that if they concluded that Whitaker “ ‘believed’ the value to be $300 or less,” they must find him not guilty. Generally, “court[s] need not define common terms that are readily understandable to the jury.” United States v. Somsamouth, 352 F.3d 1271, 1275 (9th Cir.2003) (citing United States v. Shryock, 342 F.3d 948, 986 (9th Cir.2003)); see also State v. Caldwell, 140 Idaho 740, 741, 101 P.3d 233, 234 (2004) (ordinary words used in the sense in which they are generally understood need not be defined in jury instructions); State v. Randle, 32 Kan.App.2d 291, 81 P.3d 1254, 1257 (2007) (<HOLDING>). The term “defense” is a widely used and Options: A. holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance B. recognizing that claim meaning will sometimes be readily apparent even to lay judges and that claim construction in such cases involves little more than the application of the widely accepted meaning of commonly understood words C. holding that when a term is defined in the statute it need not be further alleged in the indictment D. recognizing that the term expense may be used to define disbursements even though the term is used in accrual accounting E. holding that a term which is widely used and readily comprehensible need not have a defining instruction

assistant: The best answer is E. holding that a term which is widely used and readily comprehensible need not have a defining instruction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Because a felon-in-possession charge is not itself a violent crime, see Doe, 960 F.2d at 226, Gary argues tha nder U.S.S.G. § 4B1.4(b)(3)(A), the court must turn to the definition provided in § 4B1.2(1). “[That] guideline proceeds to define as a crime of violence any offense which ‘otherwise involves conduct that presents a serious potential risk of physical injury to another.’ ” Fiore, 983 F.2d at 4 (quoting U.S.S.G. § 4B1.2(1)(ii)). In that case, we held that a prior conspiracy conviction for burglary of a commercial premise was a violent crime for purposes of the career offender guideline, U.S.S.G. § 4B1.2. Fiore, 983 F.2d at 4-5. Breaking and entering similarly is a violent crime under U.S.S.G. § 4B1.4. Cf. United States v. Patterson, 882 F.2d 595, 602 (1st Cir.1989) (<HOLDING>), cert. denied, 493 U.S. 1027, 110 S.Ct. 737, Options: A. holding that breaking and entering as defined in massachusetts is violent crime because unauthorized entry of premises of another is a crucial factor in determining applicability of catchall provision of acca B. holding massachusetts conviction for larceny from the person constitutes violent felony under the residual clause of the acca C. holding that escape is categorically a violent felony under the acca D. holding fleeing police officers in a vehicle was a violent felony under the acca E. holding that attempted burglary as defined by florida law is a violent felony under acca

assistant: The best answer is A. holding that breaking and entering as defined in massachusetts is violent crime because unauthorized entry of premises of another is a crucial factor in determining applicability of catchall provision of acca
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 the Executive shall die during the Employment Period, this Agreement shall terminate on the date of the Executive's death and the Company shall have no further obligation to the Executive hereunder except for the payment to the Executive's estate of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) any accrued but unused vacation time as of the effective date of termination, (iii) all unreimbursed expenses (if any), subject to Section 2(d) and (iv) the payment or provision of any Other Benefits.

assistant: Death
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: any or all of the other five projects identified by Plaintiffs, and they have found in the negative.” (Def. Mem. at 36.) While the Court agrees that “the determination of the extent and effect of [cumulative impact] factors, and particularly identification of the geographic area within which they may occur, is a task assigned to the special competency” of the Forest Service, no cited portions of the record demonstrate that the Forest Service made a determination with respect to the extent and effect of cumulative impact factors. See Kleppe, 427 U.S. 390, 414, 96 S.Ct. 2718, 49 L.Ed.2d 576 (1976). Absent such, the Court cannot be assured that the Forest Service took a “hard look” at the potential cumulative impacts of these projects. See Vermont Yankee, 435 U.S. at 535, 98 S.Ct. 1197 (<HOLDING>). The Forest Service asserts that the Phase 1 Options: A. holding that in determining the manageability of a proposed antitrust class action the district court must consider proof of damages B. holding that birdwatchers interest in preventing adverse environmental effects from agency action fell squarely within the zone of interests of nepa C. holding the director of the united states environmental protection agency in contempt for failure to comply with court order D. holding apa 5 usc 702 inapplicable because no agency proceeding took place for the court to review E. holding court must insure that agency took hard look at environmental effects of proposed action

assistant: The best answer is E. holding court must insure that agency took hard look at environmental effects of proposed action
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: Following the date of this Agreement, Xerox and Conduent shall use reasonable best efforts to cooperate in administering the Xerox DC Plans and the Conduent DC Plans for purposes of satisfying any obligations relating to the participation of any Conduent Employee or Former Conduent Employee under any Xerox DC Plan, or the participation of any Xerox Employee or Former Xerox Employee under any Conduent DC Plan, including in each case by exchanging any necessary participant records and engaging recordkeepers, administrators and other third parties.

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: failure of service or delay in commencing service due to accident to or breakdown of plant, lines, or equipment, strike, riot, act of God, order of any court or judge granted in any bonafide adverse legal proceedings or action or any order of any commission or tribunal having jurisdiction; or, without limitation by the preceding enumeration, any other act or things due to causes beyond Company’s control, or attributable to the negligence of the Company, its employees, contractors or agents. The Commission found that, “[a]s to the customer side generally,” this paragraph immunized MGE from events not within MGE’s control and from events caused by MGE’s negligence. Relying on the Missouri Supreme Court’s decision in Warner v. Southwestern Bell Telephone Company, 428 S.W.2d 596 (Mo.1968) (<HOLDING>), the Commission concluded that “immunity for Options: A. holding that trial court erred in allowing police officer to testify to contents of telephone records that were not introduced into evidence B. holding that prejudice is not an element to be considered in regard to the failure to give mandated statutory notice 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 that a tariff may give a telephone company immunity from ordinary negligence in regard to its failure to correctly edit a telephone directory E. holding that failure to follow mandatory provision of statute renders the act void whereas failure to follow directory provision does not

assistant: The best answer is D. holding that a tariff may give a telephone company immunity from ordinary negligence in regard to its failure to correctly edit a telephone directory
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 will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Illinois without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Illinois.

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: All amounts payable hereunder shall be subject to withholdings for applicable federal, state, local or non-U.S. taxes and other required payroll deductions, including, in respect of any Equity Awards, under any Company “withhold to cover” or “sell to cover” program as then in effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: PMC is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. PMC, as Servicer, is duly qualified to do business and is in good standing (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the failure so to qualify, or to obtain such licenses or approvals, would have a material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Note which, taken together, set forth the complete understanding and agreement of Agent, Lenders and Grantor with respect to the matters referred to herein and therein.

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: would apply, so there would be no liability coverage for damages sustained by the unfit driver’s victims and the public policy of protecting potential claimants from such drivers would be undermined. We question whether it is in the public interest to “rewrite” the named driver exclusion in such a way that more protection is provided to the excluded driver than to the general public. Because the exclusion as written promotes the public policy underlying named driver exclusions, we will not invalidate it or restrict its application as urged by the plaintiffs. See O’Brien, 928 P.2d at 324, 326 (refusing to limit named driver exclusion to instances when named driver was negligent, rejecting argument that applying exclusion to UM coverage violated public policy); Schneck, 813 A.2d at 832 (<HOLDING>). Finally, we note that our legislature has Options: A. holding location of named driver exclusion in endorsement did not make it ambiguous exclusion applied to all coverage afforded by the policy including the um coverage B. holding identical exclusion was consistent with public policy of cost containment and consumer choice evidenced by statutory scheme that tied uim coverage to liability coverage and authorized named driver exclusions C. holding nearly identical exclusion did not violate public policy noting there is no clear legislative pronouncement of public policy requiring umuim coverage for a named driver exclusion D. holding nearly identical named driver exclusion was plain and unambiguous and excluded claim brought under um coverage E. holding named driver exclusion eliminating liability coverage as well as um coverage did not contravene um statute because statute required um coverage only if the claimant otherwise qualifies for liability coverage under the policy

assistant: The best answer is B. holding identical exclusion was consistent with public policy of cost containment and consumer choice evidenced by statutory scheme that tied uim coverage to liability coverage and authorized named driver exclusions
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, the Business Combination Agreement and the other Ancillary Documents contain the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Business Combination Agreement and any other written agreement between the Subject Party or its Affiliate and any of the Covered Parties. Nothing in the Business Combination Agreement will limit any of the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Business Combination Agreement or any other agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control as to the Subject Party or its Affiliate, as applicable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall not, without Purchaser’s prior written consent, deliver any inconsistent directions to any Counterparty regarding the payment of the Purchased Receivables or the delivery of Royalty Reports to Purchaser of the type referred to in the Consent and Instruction Letter or any similar Transaction Documents entered into from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: An Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose (which may be similar to the form attached hereto as Exhibit A ), or (ii) following an electronic or other enrollment procedure determined by the Administrator.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except as otherwise prohibited by applicable law , virtual items obtained by you are licensed to you , and you acknowledge that no title or ownership in or to virtual items is being transferred or assigned to you .

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: stating that it was “of the opinion that the suit was frivolous and without merit.” While section 1988 provides that “the court, in its discretion, may allow the prevailing party ... a reasonable attorneys’ fee ...,” the standard for awarding attorneys’ fees differs if a defendant rather than a plaintiff prevails. In Christianburg Garment Co. v. Equal Employment Opportunity Commission, 434 U.S. 412, 417, 98 S.Ct. 694, 698, 54 L.Ed.2d 648 (1978), the Supreme Court noted that under the attorneys’ fees provision of Title VII of the Civil Rights Act, 42 U.S.C. § 2000e-5(k) (1976), attorneys’ fees should be awarded to a prevailing plaintiff in all but special circumstances. The Court held, however, that a prevailing defendant should be awarded attorneys’ fees 998 (5th Cir.1979) (<HOLDING>). Since we conclude that the record before us Options: A. holding that there is no individual liability under title vii B. holding title vii claim against western electric not frivolous as a matter of law C. holding delayed title vii suit not frivolous where there was no evidence that the plaintiff knew he had been given a right to sue letter D. holding as subject to equitable tolling title vii statute authorizing suit brought within 90 days of receipt of right to sue notice E. holding defendant employer knew plaintiff had engaged in activity protected under title vii where plaintiff was identified as a potential witness by a coworker plaintiff in a deposition given in a prior title yii employment discrimination action brought by the coworker against the employer

assistant: The best answer is C. holding delayed title vii suit not frivolous where there was no evidence that the plaintiff knew he had been given a right to sue letter
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 shall be effective immediately prior to the time at which the IPO closes on the IPO Closing Date (the “ Effective Time ”). The Prior Operating Agreement shall govern the rights and obligations of the Company and the other parties to this Agreement in their capacity as holders of the Original Units prior to the Effective Time.

assistant: Effectiveness
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: Advisor represents and warrants to the Company that (i) with respect to any information, know-how, knowledge or data disclosed by Advisor to the Company in the performance of this Agreement, Advisor has the full and unrestricted right to disclose the same; and (ii) Advisor is free to undertake the Services required by this Agreement, and there is, and will be, no conflict of interest between Advisors performance of this Agreement and any obligation Advisor may have to other parties.

assistant: Representations
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 First Amendment retaliation claim must allege that: (1) he or she has an interest protected by the First Amendment; (2) the defendant’s actions were motivated by or substantially caused by the plaintiffs exercise of that right; and (3) the defendant’s action effectively chilled the exercise of the plaintiffs First Amendment rights. Connell v. Signoracci, 153 F.3d 74, 79 (2d Cir.1998); Kerman v. City of New York, 261 F.3d 229, 241-42 (2d Cir.2001). “The chilling effect cannot be remote or speculative. Actual inhibition is required.” Colondres v. Scoppeta, 290 F.Supp.2d 376, 382 (E.D.N.Y.2003) (citing Spear v. Town of West Hartford, 954 F.2d 63, 67 (2d Cir.1992); Hankard v. Town of Avon, 126 F.3d 418, 424 (2d Cir.1997); Curley v. Village of Suffern, 268 F.3d 65, 73 (2d Cir.2001) (<HOLDING>)). Moreover, a de minimus deterrence from Options: A. holding that plaintiff must show her first amendment rights were actually chilled B. holding record must affirmatively show that the substitution was actually made by the prosecutors written motion and the trial courts order C. holding that federal employee could not sue supervisors for discharge alleged to have violated her first amendment rights D. recognizing first amendment retaliation right E. recognizing that corporations have first amendment speech rights but declining to address the abstract question whether corporations have the full measure of rights that individuals enjoy under the first amendment

assistant: The best answer is A. holding that plaintiff must show her first amendment rights were actually chilled
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: the most recent version of this agreement will be posted on the services under settings and also on gotinder.com , and you should regularly check for the most recent version .

assistant: Unilateral change
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 financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. The pro forma financial information and the related notes, if any, included in the SEC Reports have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the regulations promulgated thereunder and fairly present in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No consent or waiver, express or implied, by any party of a breach or default by any party in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such party of the same or any other obligations of such party 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: This Amendment shall become effective as of the first date (the “ Amendment Effective Date ”) on which the Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders constituting the Required Lenders either (A) counterparts of this Amendment signed on behalf of the Borrower and such Lenders or (B) written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission of a signed counterpart of the Amendment) that such parties have signed counterparts of the Amendment.

assistant: Effectiveness
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 Closings (as defined below), the Company hereby agrees to repurchase from the Selling Stockholder, and the Selling Stockholder hereby agrees to sell and deliver, or cause to be delivered, to the Company the Shares. The purchase will occur in three (3) tranches, with the first tranche of $125,000 being on February 8, 2016 (the “First Closing”). The second tranche will be for $250,000 and will occur on February 15, 2016 (the “Second Closing”). The third tranche will be for $375,000 and will occur on February 29, 2016 (the “Third Closing”; the First Closing, the Second Closing, and the Third Closing, collectively, the “Closings” and each a “Closing”). The Selling Stockholder shall not be required to sell any of the Shares at each Closing unless payment is made by the Company. In the event that a payment is not made at any Closing, then at the option of the Selling Stockholder, this Agreement may be deemed null and void as well as any related agreements, including, but not limited to, the Leak-Out Agreement (as defined below) at the end of the Cure Period, as defined in the Leak-Out Agreement. The Company acknowledges that the Shares are being repurchased at a price equal to the product of a) 135% multiplied by b) the sum of (i) the Stated Value and (ii) all accrued but unpaid dividends (the product of which shall herein be referred to as the “Repurchase Premium”). Notwithstanding the foregoing, the Company may at any time accelerate the repayment schedule with no additional penalty beyond the Repurchase Premium.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement is effective as of the Effective Date set forth above, with a service period beginning on April 1, 2017 and will continue until May 15, 2017 or until terminated in accordance with subparagraphs 6.2 or 6.3 below.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 4(a) hereof (the “ Employment Period ”).

assistant: Employment
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: sorts of factors that courts have long charged the Board with balancing. We conclude that the broad legal views outlined in Otis II are reasonably defensible approaches for determining when plant re-locations are mandatory bargaining subjects under the NLRA. IV. Analysis of the Present Case Having determined that Otis II is not fatally flawed on its face, our inquiry is not over. It remains to determine whether the Otis standard, acceptable in its broad outlines, has been properly applied to the particular facts of the case before us. Despite the deference we owe the Board, for reasons that follow, we conclude that its decision in this case falls short of the standards of reasoned decisionmaking that we customarily require in judicial review. A. The Findings of the ALJ 7, 958 (1986) (<HOLDING>); DeSoto, Inc., 278 N.L.R.B. 788, 789 (1986) Options: A. holding that court did not prejudice defendant by limiting his counsel to preestablished limitations on inter alia the scope of crossexamination B. holding that the district court did not abuse its discretion in denying inter alia costs for internal copying of documents by prevailing defendants counsel produced for discovery C. holding inter alia that expert testimony was not required to prove damages for emotional distress in an abuse of process claim D. holding inter alia that common law claims were preempted E. holding that a decision to move did not turn upon labor costs but rather was motivated by inter alia a foreclosure action

assistant: The best answer is E. holding that a decision to move did not turn upon labor costs but rather was motivated by inter alia a foreclosure action
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: (a) None of Borrower, Operating Lessee or Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Notes, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code or Similar Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parent, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Parent, Employer or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case of issuances of equity by the Parent, Employer or any of their respective Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“ Taxes ”) imposed with respect to Executive’s compensation or other payments from the Parent, Employer or any of their respective Subsidiaries, including, without limitation, wages, bonuses, distributions, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event any such deductions or withholdings are not made, Executive shall indemnify the Parent, Employer and each of their respective Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the stacking issue in wrongful death cases on whether the deceased, as the injured person, was occupying an auto that he did not own at the time of the accident. If the deceased was limited to one coverage because he was occupying his own auto, claimants for his wrongful death likewise must share one policy limit. William Shelby McKenzie and H. Alston Johnson, III, Louisiana Civil Law Treatise, Insurance Law and Practice, 2nd Ed., § 123, p. 303-04. For example, if Andrea had been a passenger in her father’s car, under La. R.S. 22:1406(D)(1)(c)(i), the parents would have only been entitled to recover under one uninsured motorist policy. The same result occurs here where Andrea was a passenger in a non-owned vehicle. Further, it is immaterial that “each parent suf (La.App. 3 Cir.1993) (<HOLDING>); Vincent v. State Farm Mut. Auto Ins. Co., 526 Options: A. holding public policy of um statute not violated by exclusion of um coverage for passenger of vehicle driven by excluded driver B. holding that a divorced parent of a deceased child may chose to recover wrongful death damages under either her um policy or her exhusbands um policy which ever is more favorable but is prohibited by the antistacking statute from recovering under both policies C. holding named driver exclusion eliminating liability coverage as well as um coverage did not contravene um statute because statute required um coverage only if the claimant otherwise qualifies for liability coverage under the policy D. holding that the sixyear statute of limitations on a written contract is applicable to a cause of action based on a um policy E. holding that divorced parent could not stack their separate um policies for the wrongful death of their son because the insured referred to in the antistacking statute is the person who suffers bodily injury or bodily injury which results in death

assistant: The best answer is B. holding that a divorced parent of a deceased child may chose to recover wrongful death damages under either her um policy or her exhusbands um policy which ever is more favorable but is prohibited by the antistacking statute from recovering under both policies
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: case because in Revenue Cabinet, as here, the sales tax statute did not impose a test for passage of title, and an administrative rule did impose a test for passage of title. Id. at 738-39. Here, Hales makes no claim that the impermanence of its materials results in a generally understood, implicit agreement to pass title at some point before delivery. Moreover, our statute requires an explicit agreement on passage of title before the statutory presumption can be rebutted; there is no obvious provision in this statute for an implicit understanding, which the Kentucky court thought sufficient. Consequently, the facts of Revenue Cabinet aré inapposite and its result is inapplicable to the case at bar. See also Kurtz Concrete, Inc. v. Spradling, 560 S.W.2d 858, 862 (Mo.1978) (en banc) (<HOLDING>). We hold that the Commission applied the Options: A. holding that title insurer not in business of supplying information in issuing either title commitment or policy of title insurance for purposes of exception to moorman prohi bition against recovery of economic losses in tort further holding that contract defines title insurers liability B. holding that title passes on mixture of readymix concrete because of usage of trade C. recognizing that most other courts apply title vii principles to title ix cases but refusing to apply title viis knew or should have known standard to a title ix claim D. holding in a slander of title action that attorneys fees are recoverable as part of the costs of removing the cloud from the title E. holding that void deed is neither title nor color of title

assistant: The best answer is B. holding that title passes on mixture of readymix concrete because of usage of trade
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 agree to comply with all laws , rules and regulations ( for example , federal , state , local and provincial ) applicable to your use of the service and your content ( defined below ) , including but not limited to , copyright laws .

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: until the insurer approved the submitted evidence, and (c) stating that an employee may obtain the evidence of insurability form from his employer. Id. See also Coker v. Metro. Life Ins. Co., No. 09-14299, 2011 WL 5838218, *5-16 (E.D.Mich. Nov. 18, 2011) (finding that rejection of beneficiary’s claim for life insurance benefits was not arbitrary and capricious when employee was informed when enrolling for additional life insurance that proof of good health was required and that form for such proof could be printed; decision to deny additional life insurance benefits was consistent with plan language, and employer’s mistaken confirmation of additional life insurance was not plan modification); Hargis v. Idacorp, Inc., No. H-04-1692, 2005 WL 6456898, *11 (S.D.Tex. Oct. 26, 2005) (<HOLDING>). Plaintiff contends that even if Defendants’ Options: A. holding that decision of claims administrator was reasonable and fair given theemployees failure to submit evidence of insurability and the language in the spd and plan policy that the requested increased benefits would not be effective until the insurer approved their evidence B. holding that because the spd at issue stated that it is made part of the group policy its terms were sufficient to find that the plan conferred discretion on the plan administrator C. holding that a denial of benefits will not be reviewed de novo where the language of an erisa plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan D. holding that because no plan document granted discretion to the plan administrator and because the fiduciaries had not expressly delegated their discretionary authority to the plan administrator the district court properly employed the de novo standard of review E. holding that plan language granting the plan administrator the sole discretion to construe the terms of a long term disability policy and to determine eligibility under the policy triggered arbitrary and capricious review

assistant: The best answer is A. holding that decision of claims administrator was reasonable and fair given theemployees failure to submit evidence of insurability and the language in the spd and plan policy that the requested increased benefits would not be effective until the insurer approved their evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and for which the failure so to have would have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality, and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, together with any documentation required pursuant to Section 3.01(e) certifying that no withholding is required.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Counterpart signatures to this Agreement delivered by facsimile or other electronic transmission shall be acceptable and binding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any provision of this Agreement prohibited or rendered unenforceable by any applicable law or court of any jurisdiction shall as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Exhibits hereto and the other documents expressly referenced herein, contain all of the understandings and agreements of whatsoever kind and nature existing between the Members with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings with respect thereto.

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: The consolidated financial statements of the Company and its subsidiaries and the related notes thereto included in the SEC Documents (the “ Financial Statements ”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods therein specified subject, in the case of unaudited statements, to normal year-end audit adjustments. Except as set forth in such Financial Statements (or the notes thereto), such Financial Statements (including the related notes) have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods therein specified (“ GAAP ”). Except as set forth in the Financial Statements, neither the Company nor its subsidiaries has any material liabilities other than liabilities and obligations that have arisen in the ordinary course of business and which would not be required to be reflected in financial statements prepared in accordance with GAAP.

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: If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AMENDMENT OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AMENDMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

assistant: Waiver Of Jury Trials