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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that the Servicer is terminated or resigns in accordance with the terms of this Indenture, the Backup Servicer agrees to continue to perform its duties and obligations hereunder and in the Backup Servicing Agreement without interruption. The Backup Servicer agrees to cooperate in good faith with any successor Servicer to effect a transition of the servicing obligations by the Servicer to any successor Servicer. The Indenture Trustee agrees to provide such information regarding the Trust Accounts as the Backup Servicer shall require to produce the Monthly Servicer Report on and after the Assumption Date.

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 legal provision and list the applicable contract clause categories. Provision: Except for the notice described in Section 7(a) , no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Option will vest and become exercisable as to the portion of Shares and on the dates specified on the cover page to this Agreement, so long as you remain a Service Provider. The vesting and exercise schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares that may then be purchased under that schedule.

assistant: Vesting
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: present in the United States for a continuous period of not less than ten years immediately preceding the date of the application for cancellation of removal; (2) has been a person of good moral character during such period; (3) has not been convicted of certain criminal offenses; and (4) can establish that removal would result in exceptional and extremely unusual hardship to the alien’s spouse, parent or child, who is a permanent resident or citizen of the United States. 8 U.S.C. § 1229b(b)(l). An alien is precluded from establishing the required good moral character if he or she has “been confined, as a result of conviction, to a pen alysis applies to decisions regarding eligibility for relief under 8 U.S.C. § 1255. See, e.g., Succar v. Ashcroft, 394 F.3d 8, 19-20 (1st Cir.2005) (<HOLDING>); Pilica v. Ashcroft, 388 F.3d 941, 948 (6th Options: A. recognizing that the trial court is not precluded from enforcing its judgment even though an appeal is pending B. recognizing burden is on alien when alien is removable C. holding that a determination that precluded an alien from even applying for relief under section 1255 is a purely legal question that is reviewable D. holding that for purposes of section 523a2b the reasonableness of a creditors reliance is a question of fact which is reviewable only for clear error E. holding that whether a city has the authority to enact a particular statutory scheme is a purely legal question

assistant: The best answer is C. holding that a determination that precluded an alien from even applying for relief under section 1255 is a purely legal question that is reviewable
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 use the net proceeds from the sale of the Notes hereunder for working capital purposes and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, other than the repurchase of equity interests of employees in connection with a termination of service, (b) for the settlement of any outstanding litigation or (c) in violation of FCPA or OFAC regulations. The Company shall use its working capital and net proceeds to pay down the trade payables and accrued expense referred to in Section 4.1(ll) in a manner which optimizes its ongoing relationships with trade vendors and other persons to whom such amounts are owed.

assistant: Use Of Proceeds
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 is the sole record and beneficial owner of the Purchased Interests, free and clear of any and all Encumbrances (other than those existing under applicable federal or state securities Laws), and such Purchased Interests were issued in full compliance with applicable securities Laws. Seller has good and marketable title to the Purchased Interests and has the power and authority to sell, transfer, assign and deliver the Purchased Interests, and such delivery will convey to Buyer at the Closing good and valid title to such Purchased Interests free and clear of any and all Encumbrances (other than those existing under applicable federal or state securities Laws).

assistant: Titles
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: Purchaser and Seller hereby agree, warrant, and acknowledge that no real estate brokers or agents are involved in this transaction or would be considered the procuring cause of this transaction. Purchaser and Seller do hereby indemnify and hold harmless and defend the other from and against any and all causes, claims, damages, losses, liabilities, fees, commissions, settlement, judgments, damages, expenses and fees (including reasonable attorneys’ fees and court costs) in connection with any claim for commissions, fees or other charges relating in any way to this transaction, or the consummation thereof, which may be made by any person, firm or entity, as the result of the indemnifying party’s acts, or claiming by, through, or under the indemnifying party. This indemnity shall survive the termination or Closing of this Agreement.

assistant: Brokers
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 Borrower will, and will cause each of its Subsidiaries to, comply in all respects with all Requirements of Law (including the requirements of ERISA) applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the failure so to comply could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the offense from the other state for which the defendant was convicted does not necessarily include conduct considered to be a felony under Louisiana law, that conviction cannot be used to enhance a subsequent felony under the habitual offender statute.”). We do not accept defendant’s argument. As it concerns control over stolen goods, the federal crime of transporting stolen goods has two routes to committing a violation. A person can either cause the goods to be transported or can transport the goods himself. See Pereira, 347 U.S. at 8, 74 S.Ct. 358. Under Louisiana law, if the defendant transports stolen goods himself, he has necessarily possessed them. Cf. State v. Pierce, 11-0095 (La.App. 4 Cir. 3/28/12), 89 So.3d 1, 8 (on reh’g), writ denied, 12-0860 (La.10/12/12), 99 So.3d 38 (<HOLDING>). Here, it was necessary for the trial court to Options: A. holding that evidence that defendant was sitting in the drivers seat of the ear which was not running and held keys to trunk in his hand did not rise to the level of actual physical control necessary to support a conviction for driving under the influence of alcohol B. holding that a defendant exercised control over a firearm that was found in a vehicle he was driving C. holding that exclusive possession of recently stolen goods warrants the inference that he stole all of the property for which the defendant is accused of taking provided all the property was stolen at the same time emphasis added D. holding that the defendant possessed a stolen automobile in which he was found sitting not even driving E. holding that defendants state court conviction for possessing a stolen car was severable from federal offense of being a felon in possession of a firearm even though firearm was found in cars trunk at time of defendants arrest for state stolen vehicle charge

assistant: The best answer is D. holding that the defendant possessed a stolen automobile in which he was found sitting not even driving
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: requiring up to an hour for death to result is a “lingering death” prohibited by the Eighth Amendment, particularly when the inmate is unconscious for all but the first few seconds of the process. Moreover, the Supreme Court’s examples of state conduct that might produce a “lingering death” in violation of the Eighth Amendment—failure to provide medical care and failure to provide food— imply strongly that a “lingering death” is one that takes much longer than an hour and one during which the inmate is consciously suffering. The Plaintiffs acknowledge in their brief to this Court that their claim that the Protocol violates the Eighth Amendment by causing a “lingering death” “has never before been addressed by any court.” But see Walker v. Johnson, 448 F.Supp.2d 719, 724 (E.D. Va. 2006) (<HOLDING>). Respectfully, we decline to hold that a Options: A. holding that the fortress theory was applicable where it reasonably appeared that the gun was used to protect the drugs given that the drugs and firearm were found in the same location B. holding that circumstantial evidence of guilt emanating from the defendants proximity to illicit drugs in plain view was equally susceptible to the reasonable hypotheses that the defendant was a mere visitor and that the drugs were in the possession and control of the owner or other occupant of the premises C. holding that virginias then threedrug protocol included sufficient safeguards including the placing of two working iv lines the high dosage of the lethal drugs the manner in which the drugs were prepared and handled the qualifications of the execution team members and the repetitive training required of them to avoid a lingering death D. holding that uncharged amounts of drugs may be included as relevant conduct even if the defendant never actually possessed or distributed the drugs E. holding that defendants have a due process right to avoid the involuntary administration of antipsychotic drugs absent a finding inter alia that the drugs administered were medically appropriate

assistant: The best answer is C. holding that virginias then threedrug protocol included sufficient safeguards including the placing of two working iv lines the high dosage of the lethal drugs the manner in which the drugs were prepared and handled the qualifications of the execution team members and the repetitive training required of them to avoid a lingering 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 legal provision and list the applicable contract clause categories. Provision: Except as “previously disclosed” (as such term is defined in Section 17(l) hereof), as of the date hereof, the execution, delivery and performance by Oncor Holdings and Oncor of this Letter Agreement does not and will not constitute or result in (i) a breach or violation of, or a default under, or otherwise contravene or conflict with, the certificate of formation of Oncor or Oncor Holdings, the LLC Agreements or the comparable governing documents of any other Oncor Entity (ii) with or without notice, lapse of time or both, a breach or violation of, or a default under, or the creation of a Lien on any of the assets of Oncor Holdings or Oncor or any of their Subsidiaries pursuant to, any Contract binding upon Oncor Holdings or Oncor or any of their Subsidiaries, or their respective assets, or any License held by Oncor Holdings or Oncor or any of its Subsidiaries or to which Oncor Holdings or Oncor or any of their Subsidiaries, or any of their respective assets, is subject or (iii) a violation of any Law to which Oncor Holdings or Oncor or any of their Subsidiaries, or any of their respective assets is subject, except, in the case of clause (ii) or (iii) above, for any such breach, violation, termination, cancellation, default, creation, acceleration, consent, loss or change as would not, individually or in the aggregate, reasonably be expected to prevent, materially impair or materially delay the ability of Oncor Holdings or Oncor to fulfill its obligations under this Letter Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the violation as well as restore and compensate the employee. Id. Again, because these remedies adequately promoted the relevant public policy, the Cudney court was unwilling to recognize a common law tort remedy. See 172 Wn.2d at 536, 538. ¶15 In Cudney, our Supreme Court additionally held law enforcement action available under Washington statutes criminalizing drunk driving adequately protected the public from drunk driving. Id. at 536-38. There, the employee reported to his private employer that his supervisor drove a company vehicle while intoxicated. Id. at 527-28. But the employee did not inform l court issued another opinion applying Korslund and Cudney, and our Supreme Court denied review of that case despite Piel. See Weiss v. Lonnquist, 173 Wn. App. 344, 353-60, 293 P.3d 1264 (<HOLDING>), review denied, 178 Wn.2d 1025 (2013). ¶18 Our Options: A. holding that a breach of the rules of professional conduct would not justify setting aside a divorce judgment and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures B. holding that the rules of professional conduct are selfimposed internal regulations and do not play a role in determining the admissi bility of evidence and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures C. holding that a violation of the rules of professional conduct may not be used as evidence and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures D. holding that where the conviction was final the disciplinary commission was not authorized to assume the roles of both an accusatory tribunal and the ultimate determiner of guilt and that the separation of responsibility between the disciplinary board and the disciplinary commission provides constitutional due process E. holding the misconduct reporting and disciplinary process prescribed by the washington rules of professional conduct rpc 33 and 83 adequately promoted attorney candor toward the tribunal

assistant: The best answer is E. holding the misconduct reporting and disciplinary process prescribed by the washington rules of professional conduct rpc 33 and 83 adequately promoted attorney candor toward the tribunal
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: Tae Woong Venture, Inc. v. Westward Seafoods, Inc., 963 P.2d 1055, 1065 n. 4 (Alaska 1998). 5 . Neal & Co., Inc. v. Association of Village Council Presidents Reg. Hous. Auth., 895 P.2d 497, 502 (Alaska 1995). 6 . Alaska Diversified Contractors, Inc. v. Lower Kuskokwim Sch. Dist., 778 P.2d 581, 584 (Alaska 1989). 7 . Hayes v. Charney, 693 P.2d 831, 834 (Alaska 1985) (quoting Doe v. State, 487 P.2d 47, 53 (Alaska 1971)). 8 . Maynard v. State Farm Mut. Auto. Ins. Co., 902 P.2d 1328, 1329 n. 2 (Alaska 1995). 9 . Ostrow v. Higgins, 722 P.2d 936, 939 (Alaska 1986). 10 . - Municipality of Anchorage v. Anchorage Daily News, 794 P.2d 584, 588 (Alaska 1990). 11 . See Honig v. Students of the California Sch. for the Blind, 471 U.S. 148, 149, 105 S.Ct. 1820, 85 L.Ed.2d 114 (1985) (per curiam) (<HOLDING>); University of Texas v. Camenisch, 451 U.S. Options: A. holding that it was not fatal when the notice of appeal did not state that the transcript had been ordered when in actuality it had been ordered B. holding that where a district courts preliminary injunction preventing the appellant from terminating its agreement with the defendant had expired the appellants appeal of the district courts decision to grant that injunction was moot C. recognizing the inappropriateness of a preliminary injunction where credibility determinations must be made but granting a preliminary injunction because the legal and factual issues have been sufficiently illuminated D. holding appeal moot where tests that had been ordered under the preliminary injunction had already been car ried out E. holding plaintiffs appeal of the denial of a preliminary injunction moot where defendants directive no longer in effect

assistant: The best answer is D. holding appeal moot where tests that had been ordered under the preliminary injunction had already been car ried out
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: more than two thirds of the members of the putative class are citizens of New York. 2 . Although section 405(h) only bars federal jurisdiction over actions against the United States, the Secretary, or any officer or employee thereof, courts have consistently held that the exhaustion requirement applies to actions against otherwise private entities that contract with CMS under Medicare Parts C and D. See Uhm v. Humana, 620 F.3d 1134 (9th Cir.2010) (Part D); Manorcare Potomac v. Understein, No. 8-.02-CV-1177-T-23EAJ, 2002 WL 31426705 (M.D.Fla. Oct. 16, 2002) (Part C); Phillips v. Kaiser Foundation Health Plan, Inc., No. C 11-02326, 2011 WL 3047475 (N.D.Cal. July 25, 2011) (Part C); cf. Bentley v. Wellpoint Cos., Inc., No. 11 Civ. 8963, 2012 WL 546991, at *6 n. 5 (S.D.N.Y. Feb. 17, 2012) (<HOLDING>) (citing Bodimetric Health Servs. v. Aetna Life Options: A. holding immunity from liability is not jurisdictional B. holding that a subcontractors lack of a license under the act does not bar a claim for indemnity or contribution by the contractor in a suit by the homeowner against the contractor because the public policy embodied in the act and berenter is to protect the public not unlicensed contractors C. holding that the oneyear bar contained in 2255 acts as an affirmative defense and not a jurisdictional bar D. holding that private contractor failed to demonstrate that claims against it required reexamination of a military decision E. holding in context of claim against medicare administrative contractor that the fact that plaintiff is suing private entities provides no relief from the jurisdictional bar of 405h

assistant: The best answer is E. holding in context of claim against medicare administrative contractor that the fact that plaintiff is suing private entities provides no relief from the jurisdictional bar of 405h
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 covenants and agrees during the Term it will fully comply with all applicable laws, ordinances, regulations, licenses and permits of or issued by any federal, state or local government entity, agency or instrumentality applicable to its responsibilities hereunder. Each party agrees that it shall comply with all certification procedures and regulations. Each party shall promptly notify the other party after it becomes aware of any material adverse proposed law, regulation or order that, to its knowledge, may or does conflict with the parties’ obligations under this Agreement. The parties will then use reasonable efforts to promptly decide whether a change may be made to the terms of this Agreement to eliminate any such conflict or impracticability.

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: Borrower shall use the proceeds of the Loan to (a) acquire the Property or repay and discharge any existing loans relating to the Property, (b) pay all past due basic carrying costs, if any, with respect to the Property, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, (e) fund any working capital requirements of the Property and (f) distribute the balance, if any, to Borrower.

assistant: Use Of Proceeds
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 provided for in this Agreement shall be in writing. Notices and other correspondence (including any request for reimbursement) to Interpublic shall be deemed given when personally delivered or sent by certified or registered mail or overnight delivery service to The Interpublic Group of Companies, Inc., l114 Avenue of the Americas, New York, New York l0036, Attention: Corporate Secretary. Notices to the Executive shall be deemed given when personally delivered or sent by certified or registered mail or overnight delivery service to the last address for the Executive shown on the records of the Company. Either Interpublic or the Executive may, by notice to the other, designate an address other than the foregoing for the receipt of subsequent notices.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized capital stock of the Company is 140,000,000 shares of Common Stock, of which [ ] shares of Common Stock are outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable.

assistant: Capitalization
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 legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, default, or misrepresentation in connection with any of the provisions of this Agreement, or if Escrow Holder commences any action with respect to the Escrow, the successful or prevailing party shall be entitled to recover actual attorneys’ fees and other costs incurred in that action or proceeding (together with costs of enforcing any judgments or rulings), in addition to any other relief to which it may be entitled.

assistant: Costs
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 Plan Administrator may amend, modify or terminate this Award at any time prior to payment or exercise in any manner not inconsistent with the terms of this Plan; provided, however, that Participant’s rights under the Award shall not be impaired by such amendment unless (a) the Plan Administrator requests the consent of such Participant and (b) Participant consents in writing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the private right of action made available under § 2114 was modeled after OSHA’s retaliatory discharge provision, 29 U.S.C. § 660(c). See S.Rep. No. 98-454, at 12 (1984), as reprinted in 1984 U.S.C.C.A.N. 4831, 4842. Under OSHA, in order for a plaintiff to establish that he was terminated in retaliation for filing a health or safety complaint, he must show that the “protected activity was a substantial reason for the action,” although it “need not be the sole consideration behind discharge.” 29 C.F.R. § 1977.6(b). In such circumstances, as under § 2114, the ultimate question is whether the discharge or other adverse action would have “taken place ‘but for’ engagement in protected activity.” Id.; see also Dole v. H.M.S. Direct Mail Serv., Inc., 752 F.Supp. 573, 580 (W.D.N.Y.1990) (<HOLDING>); Donovan v. Commercial Sewing, Inc., 562 Options: A. holding that although the plaintiff was a problem employee and eventually may have been terminated for that reason the immediate cause of his termination was the osha report B. holding that although a reason was provided in the termination letter the without cause termination provision was applicable C. holding that although incorrect drug report was detrimental to employee employee had no claim against hospital because the report was not intended to primarily or directly benefit the employee D. holding attendance problem was a legitimate basis for an employers termination of an employee E. holding that without a provision stating that an employee can be terminated only for cause the atwill doctrine permitted termination in the absence of any reason at all summary judgment and directed verdict in companion cases affirmed

assistant: The best answer is A. holding that although the plaintiff was a problem employee and eventually may have been terminated for that reason the immediate cause of his termination was the osha report
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: also , note that in the event that blizzard entertainment terminates this agreement for breach of these terms of use , any right to any and all payments you may have made for pre-purchased game access to world of warcraft are forfeit , and you agree and acknowledge that you are not entitled to any refund for any amounts which were pre-paid on your account prior to any termination of this agreement .

assistant: Limitation of liability
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: search of an electronic device presumably “could encompass things like text messages, emails, or photographs.” United States v. Wurie, 728 F.3d 1, 7 (1st Cir.2013), cert. granted, — U.S.-, 134 S.Ct. 999, 187 L.Ed.2d 848 (2014) (citations omitted). Given that “individuals today store much more personal information on their cell phones than could ever fit in a wallet, address book, [or] briefcase,” the court in Wurie expressed its concern that a warrantless search of cell phone data incident to an arrest would be akin to the writs of assistance used by “customs officers in the early colonies ... to rummage through homes and warehouses, without any showing of probable cause linked to a particular place or item sought.” Wurie, 728 F.3d at 9; see also Flores-Lopez, 670 F.3d at 805 (<HOLDING>); United States v. Lucas, 640 F.3d 168, 178 Options: A. holding seizure of arrestees cell phone lawful but finding the fourth amendment requires a warrant to perform a forensic search of the lawfully seized cell phone B. holding a warrantless search of cell phone contents did not exceed permissible scope of search incident to arrest C. recognizing that a modern cell phone is a computer and not just another purse or address book so that the potential invasion of privacy in a search of a cell phone is greater than in a search of a container in a conventional sense D. holding that the permissible scope of a search incident to arrest includes the contents of a cell phone found on the arrestees person E. holding that while law enforcement officers properly separated and assumed possession of a cell phone from arrestees person during the search incident to arrest a warrant was required before the information data and content of the cell phone could be accessed and searched by law enforcement

assistant: The best answer is C. recognizing that a modern cell phone is a computer and not just another purse or address book so that the potential invasion of privacy in a search of a cell phone is greater than in a search of a container in a conventional sense
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) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the “ Revolving Facility Commitment Fee ”), which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender.

assistant: Fees
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 one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A facsimile copy of this Agreement or any counterpart hereto shall be valid as an original.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 6.21(a) sets forth, as of the Closing Date, all of the Subsidiaries of REIT, the form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the Closing Date, all of the Unconsolidated Affiliates of REIT and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, REIT’s or its Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons (other than REIT) set forth on Schedules 6.21(a) and 6.21(b) except as set forth on such Schedules or as set forth in an update provided in writing to Agent by Borrower. Each Subsidiary Guarantor and Unencumbered Property Subsidiary (other than a Controlled Joint Venture) is a Wholly Owned Subsidiary of Borrower, and with respect to any Unencumbered Property Subsidiary that is a Controlled Joint Venture, such Subsidiary satisfies the requirements of this Agreement to be a Controlled Joint Venture.

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: at 2048, 36 L.Ed.2d at 863. Thus, our concern when presented with a search-and-seizure claim in the context of contractual consent is that the consent promised under the contract be voluntary. Cf. id. at 227, 93 S.Ct. at 2047-48, 36 L.Ed.2d at 862-63. Generally, contract terms are considered to be consensual or voluntary for the same basic reason that courts normally enforce contracts. Conceptually, courts enforce contracts because they are a product of the free will of the parties who, within limits, are permitted to def 82, 738 P.2d 336, 341 (1987) (“A probationer, unlike a parolee, consents to the waiver of his Fourth Amendment rights in exchange for the opportunity to avoid service of a state prison term.”); People v. Mason, 5 Cal.3d 759, 97 Cal.Rptr. 302, 488 P.2d 630, 634 (1971) (<HOLDING>); Allen v. State, 258 Ga. 424, 369 S.E.2d 909, Options: A. holding condition of probation requiring probationer to consent at any time to a warrantless search by a law enforcement officer was unconstitutional B. holding probationer may waive claims to privacy by agreeing in advance to permit searches at any time C. holding that qatar did not by agreeing to arbitrate in france waive its sovereign immunity under 1605a1 D. holding probationer prospectively consents to searches by signing probation agreement E. holding the defendant waived any claim of error by both failing to object at trial and affirmatively agreeing to a limited closure

assistant: The best answer is B. holding probationer may waive claims to privacy by agreeing in advance to permit searches at any time
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: employees and hiring security guards. We conclude that this showing was sufficient to raise triable disputes of fact as to foreseeability and duty. See Williams v. Utica Coll. of Syracuse Univ., 453 F.3d at 117-18 (construing New York precedent “to indicate that even a few past incidents spaced over a few years may, in appropriate circumstances, be enough to allow a reasonable jury to conclude that the relevant criminal activity was foreseeable”); Nallan v. Helmsley-Spear, Inc., 50 N.Y.2d 507, 519-20, 429 N.Y.S.2d 606, 613-14, 407 N.E.2d 451 (1980) (concluding that rational jury could find from history of criminal activity in other parts of building that criminal incident in the lobby was “significant, foreseeable possibility”); Stevens v. Kirby, 86 A.D.2d at 394, 450 N.Y.S.2d at 610 (<HOLDING>). 2. Breach “[T]he owner of a public Options: A. holding that an injury occurring in a parking lot which was leased but not controlled by an employer was compensable because the employer instructed its employees to park in that lot B. holding landowner had duty to provide security in parking lot to protect its invitees from criminal acts of third parties C. holding that claimant was entitled to workers compensation because he was injured in a parking lot which was leased by his employer D. holding that injury in a parking lot did not occur on a covered situs E. holding that jury could conclude from prior incidents involving breaches of the peace that the assault in the parking lot was a significant foreseeable possibility which defendant had a duty to guard against

assistant: The best answer is E. holding that jury could conclude from prior incidents involving breaches of the peace that the assault in the parking lot was a significant foreseeable possibility which defendant had a duty to guard against
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: OF THE REVENUES OR EXPENSES IN THE ATTACHED.” 44 F.Supp.2d at 1260. The merger and integration clause in the Franchise Agreement stated that: "It is understood and agreed that neither McDonald's not anyone acting on behalf of McDonald’s has made any representations, inducem tatements had superior knowledge. Predictions or statements that are only promissory in nature or only express what will happen in the future are not actionable as fraud, unless the representing party has exclusive knowledge and should have been aware that the other party would rely heavily on their assertions. See Miller v. Premier Corp., 608 F.2d 973, 981 (4th Cir.1979); see also Payne v. McDonald's Corp., 957 F.Supp. 749, 760-61 (D.Md.1997); see Burger King Corp. v. Austin, 805 F.Supp. 1007, 1024 (S.D.Fla.1992) (<HOLDING>). Some courts believe that "superior knowledge” Options: A. holding that in texas future predictions and opinions especially those regarding the future profitability of a business cannot as a matter of law form a basis for fraud B. holding that defendants failure to anticipate future events did not constitute securities fraud C. holding that projections of future profits or business success may constitute fraud if declarant had exclusive or superior knowledge of the facts D. holding that future predictions and opinions especially those regarding future profitability of business cannot form basis for fraud as matter of law E. holding that mere statements of opinion or prediction such as future profits or how well a business will do in a particular market may not be a basis for a fraud or misrepresentation action because predictions are not past or present material facts

assistant: The best answer is C. holding that projections of future profits or business success may constitute fraud if declarant had exclusive or superior knowledge of the facts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to the Holder at the address provided herein by Holder in Exhibit C , attached hereto. if the Holder has not provided contact information in Exhibit C , the Company shall be entitled to use the contact information of the Holder in the Company's books and records.

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: If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: ANY CONTROVERSY THAT MIGHT ARISE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES. CONSEQUENTLY, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY Proceeding a Party brings under or relating to this Agreement or any OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IN THE EVENT OF LITIGATION THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER, (B) THE PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE WAIVER, (C) THE PARTY MAKES THE WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) THE PARTY AND EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.13 . Any Party may file an original counterpart or a copy of this Agreement with any court as written and conclusive evidence of the consent of each party to the waiver of its right to trial by jury.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with Executive’s receipt of the retirement benefit described in Section 3.1, the Executive shall execute (and not revoke) a standard, customary form of release agreement (the “Release”), including without limitation the following terms. If Executive is continuously incapacitated through the Release Date, this requirement is waived. The Release must be given no more than ninety (90) days following the Executive’s employment termination, with sufficient time to allow applicable revocation period(s) to expire before the end of such ninety- (90-) day period (the final day of such 90-day period to be the “Release Date”). Pursuant to the Release, the Executive, on behalf of himself and his heirs, shall agree to waive any and all claims he or they have, had, or may have had, in each case as of the date the Executive signs the Release, in connection with his employment by the Company or its affiliates, as against the Company, its affiliates, and its and their directors and employees, other than claims arising out of the Company’s breach of its obligations under this Agreement. The Release will not prohibit or restrict the Executive (or Executive’s attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, any self-regulatory organization or any state or federal regulatory authority regarding the Company or the facts or circumstances of Executive’s employment with the Company. Should the Executive fail to return to the Company the executed Release on or before the Release Date, the Executive will forfeit all benefits then unpaid that otherwise would have been payable to the Executive pursuant to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees not to make to any person any statement that disparages the Company or reflects negatively on the Company, including, but not limited to, statements regarding the Company’s financial condition, employment practices, or officers, directors, board members, committee members, employees, successors, affiliates, or agents.

assistant: Non-Disparagement