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: Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

assistant: Payments
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 Grantee receives current benefits under the Corporation’s long‑term disability plan while any portion of this award remains unvested, all PSUs may vest as provided in Section 3.1(a) above following completion of the Performance Period. The balance of the PSUs that do not vest shall be deemed forfeited at the end of the Performance Period.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If Lessee is a corporation or partnership, each individual executing this First Amendment on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this First Amendment, and Lessee shall, upon Lessor's request, deliver to Lessor evidence of such authority satisfactory to Lessor. If Lessor is a corporation, partnership, limited liability company or other similar entity, each individual executing this First Amendment on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this First Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Lessor, at Lessor’s sole cost and expense, shall provide during normal business hours, reasonable electric power, water, sewer and HVAC during Lessee’s construction of the Leasehold Improvements. Except as otherwise noted Lessee shall not be responsible for any additional Building charges (including, but not limited to, freight elevator usage, operator’s cost, staging area costs, loading dock fees, security guard fees, or utility charges) in connection with Lessee’s construction during normal business hours.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the period you are serving as Executive Chairman, you will continue to be an officer and employee of the Company, and your duties and responsibilities in that role will be as follows: (i) oversight of the Company’s government affairs activities, (ii) counsel with respect to strategic initiatives, (iii) oversight and advice on the Company’s innovation initiatives, (iv) coordination and scheduling of corporate airplane use, (v) chairing and oversight of the activities of the Protective Life Foundation and (vi) continued active involvement as the Company’s representative to the Board of Directors of the American Council of Life Insurers. Additionally, the Company’s CEO will report to you and interface through you to the Board, provided that this reporting arrangement is not intended to diminish or impair in any way the Company’s CEO’s authority over, or ultimate responsibility for, the management, operations and financial results of the Company or ability to communicate with members of the Company’s Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Unvested Profits Units that are forfeited pursuant to the terms of an Award Agreement and any Profits Units that are Vested Profits Units but have not achieved the criteria for conversion to Units of Partnership Interest prior to the tenth (10 th ) anniversary of the date of grant and accordingly are forfeited pursuant to the terms of an Award Agreement shall immediately be null and void and shall cease to be outstanding or to have any rights except as otherwise provided in the Award Agreement.

assistant: Forfeitures
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 three-year period is designed to enlarge the time in which to bring a claim if a party does not learn of the fraud until years after the fraud was committed. It is not meant to curtail the period in which claims can be filed. Therefore, defendant’s counterclaim under 31 U.S.C. § 3731(b) is not barred by the three-year statute of limitations. 2. Initiating the Six-Year Period Under the Statute of Limitations The next issue to consider is when the statute of limitations began to r L.Ed.2d 663 (1993); United States v. Incorporated Village of Island Park, 888 F.Supp. 419, 441-42 (E.D.N.Y.1995) (same); United States ex rel. Hartigan v. Palumbo Bros., Inc., 797 F.Supp. 624, 629 (N.D.Ill.1992) (same); United States ex rel. Duvall v. Scott Aviation, 733 F.Supp. 159, 161 (W.D.N.Y.1990) (<HOLDING>); Blusal Meats, Inc. v. United States, 638 Options: A. holding that payment does not moot a confirmation request B. holding that the term reverse payment is not limited to a cash payment C. holding that it was not essential to an action by a supplier on a payment bond under the miller act that a demand be made on the general contractor for payment although there was evidence in the case from which it could be found that the materialman looked to the general contractor for payment since the statute does not require a demand for payment but merely requires written notice of the claim D. holding that it is not E. holding it is the payment and not the request which triggers the statute

assistant: The best answer is E. holding it is the payment and not the request which triggers the statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: see Gonzalez [v. Justices of the Mun. Ct.] 420 F.3d [5,] 8-9 [ (1st Cir. 2005) ]. A resolution in the defendant’s favor of a necessary factual element of the offense is a definitive determination that the defendant cannot be convicted. [¶ 14] In Blunt, 2008 ND 135, ¶ 7, 751 N.W.2d 692, we identified the elements of the offense of misapplication of entrusted property under N.D.C.C. § 12.1-23-07(1): (1) the disposal, use, or transfer; (2) of any interest in property; (3) which has been entrusted to the defendant; (4) as a fiduciary or in his capacity as a public servant; (5) in a manner he knows is not authorized; (6) and that he knows to involve a risk of loss or detriment to; (7) the owner of the property or the government. See also State v. Barendt, 2007 ND 164, ¶ 10, 740 N.W.2d 87 (<HOLDING>). [¶ 15] On Count I, the State provided Options: A. recognizing and listing the seven elements of misapplication of entrusted property under ndcc 1212307 B. recognizing that exempt property ceases to be property of the estate C. holding that it was up to the jury to decide whether the broker and seller understood the property to be sold where the listing agreement erroneously indicated a property description was attached but the seller testified the broker knew what property was to be sold D. recognizing the existence of purely jurisdictional elements E. holding elements of rescission are 1

assistant: The best answer is A. recognizing and listing the seven elements of misapplication of entrusted property under ndcc 1212307
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Note is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Note will not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, will incorporate such substitute provision in this Note.

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: If the Company or any other Loan Party shall default in payment or performance of any of the Guaranteed Liabilities, whether principal, interest, fees (including, but not limited to, fees and expenses of counsel), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then any or all of the Guarantors will, upon demand thereof by the Administrative Agent, (i) fully pay to the Administrative Agent, for the benefit of the Secured Parties, subject to any restriction on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the Guaranteed Liabilities then due and owing or declared or deemed to be due and owing, including for this purpose, in the event of any Event of Default under Section 8.01(f) or 8.03(g) of the Credit Agreement (and irrespective of the applicability of any restriction on acceleration or other action as against any other Loan Party under any Debtor Relief Laws), the entire outstanding or accrued amount of all Obligations or (ii) perform such Guaranteed Liabilities, as applicable. For purposes of this Section 2 , the Guarantors acknowledge and agree that “Guaranteed Liabilities” shall be deemed to include any amount (whether principal, interest or fees) which would have been accelerated in accordance with Section 8.02 or 8.04 of the Credit Agreement but for the fact that such acceleration could be unenforceable or not allowable under any Debtor Relief Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall pay to the Administrative Agent such fees as have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

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 case excerpt and choose the best holding from the options. Case excerpt: once the claim as to the security deposit was dismissed, Plaintiffs attorney fees became the only remaining basis for the statutory ascertainable loss requirement. Earlier in the action, Plaintiff had alleged that Home (and FCO, by implication) “unlawfully withheld Plaintiffs security deposit,” [Jarzyna I, 763 F,Supp.2d at 752], and that Plaintiff “was forced to retain counsel to resist FCO’s collection efforts.” Id. at 749. The Grimes court, distinguishing Jarzyna I, recognized that the security deposit claim “alleged a specific loss of money,” and therefore satisfied the ascertainable loss requirement. Grimes, 105 A.3d at 1194. However, the Court, by its recent memorandum opinion and order, dismissed the security deposit claim from the case. See [Jarzyna II, 114 F.Supp.3d at 277] (<HOLDING>). At the present time, the only alleged Options: A. holding that defendant obtained no identifiable asset and therefore the underlying settlement payment cannot represent the restoration to the plaintiffs of some amount the defendant had improperly taken and withheld B. holding that the trustee could not avoid a security interest under section 549 when that security interest was authorized by the bankruptcy court C. holding that a trustees interest in letter of credit proceeds acting as a security deposit is property of the estate D. holding that plaintiffs security deposit was not improperly withheld when home applied the deposit amount to rent in arrears E. holding that although a financing statement may be used to assist in the interpretation of the security agreement the financing statement does not create a security interest and cannot extend a security interest beyond what has been unambiguously described in a security agreement

assistant: The best answer is D. holding that plaintiffs security deposit was not improperly withheld when home applied the deposit amount to rent in arrears
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: been decided at the time of trial), it was not plain error in the present case because the defendants would have been convicted even if the enor had not been committed and thus the enor would not have resulted in a miscarriage of justice that seriously affects the fairness of the judicial proceedings. Id.; Baker, 78 F.3d at 1246-47. Unlike our recent decision in Webster, the evidence in the case before us was overwhelming that the defendants both transported loaded firearms in the drug-laden Taurus and actually brandished the weapons, thereby satisfying the requirements of section 924(c)(1). Therefore, even if giving the pre-Bailey instruction to the jury constituted plain error, it would have been harmless in this case. See, e.g., United States v. Price, 76 F.3d 526, 529 (3d Cir.1996) (<HOLDING>). 5 . The Jencks Act requires the government to Options: A. holding that unless an erroneous instruction was unlikely to have changed the result of the trial a reviewing court cannot say that giving the instruction was harmless error B. holding that the giving of an erroneous reasonable doubt instruction can never be harmless error C. holding that any error was harmless and thus not plain error D. holding that giving prebailey jury instruction on 924c1 count was an erroneous statutory interpretation but not constitutional in nature and thus harmless error analysis applied E. holding that federal appellate courts are authorized to engage in constitutional harmless error analysis in the first instance when a state appellate court does not undertake such an analysis and that such error must be harmless beyond a reasonable doubt

assistant: The best answer is D. holding that giving prebailey jury instruction on 924c1 count was an erroneous statutory interpretation but not constitutional in nature and thus harmless error analysis applied
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: event that occurs to, and not an action taken by, the defendant, considerations of fair notice, reasonable reliance and settled expectations are not particularly useful guides to whether the statutes retroactively affect the consequences of conviction. That fact in no way affects the Landgraf analysis. On several occasions, including in Land-graf itself, the Supreme Court reached the ultimate issue — whether new legal consequences attach to a past event — without the need to resort to these guiding principles. See, e.g., Landgraf, 511 U.S. at 282-84, 114 S.Ct. 1483 (noting fair notice considerations “muted,” but finding that increase in civil liability for past conduct was a retroactive effect); Rivers v. Roadway Express, Inc., 511 U.S. 298, 313, 114 S.Ct. 1510, 128 L.Ed.2d 274 (1994) (<HOLDING>); Hughes Aircraft Co. v. United States ex rel. Options: A. 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 B. holding that motion for a new trial whether for guilt or punishment requires a valid legal claim a court cannot grant a new trial unless the defendant shows that he is entitled to one under the law C. holding imposition of new legal liabilities for past conduct was retroactive D. holding that a city could not use past conduct to enjoin future protected speech E. holding iiriras denial of ability to apply for relief created a new disability and was impermissibly retroactive

assistant: The best answer is C. holding imposition of new legal liabilities for past conduct was retroactive
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: she may lodge an EEO complaint with her agency. See 29 C.F.R. § 1614.103(a). An aggrieved employee (or, as in this case, an aggrieved former employee) has a choice between these two options — but she may not avail herself of both. See 29 C.F.R. § 1614.302(b) (recognizing that once a formal appeal or complaint is filed in either forum, it “shall be considered an election to proceed in that forum”); see also Castro v. United States, 775 F.2d 399, 404 & n. 5 (1st Cir.1985) (per curiam). The lodging of either a formal appeal with the Board or a formal complaint with the agency demarcates the point of no return. See 29 C.F.R. § 1614.302(b). From that point forward, the complainant must exhaust her claim in the chosen forum. See Economou v. Caldera, 286 F.3d 144, 149 (2d Cir.2002) (<HOLDING>). The Commission’s regulations highlight the Options: A. holding that bivens plaintiff was not required to exhaust administrative remedies where administrative remedy program provided only for injunctive relief B. holding that a federal employee who had first filed a formal appeal with the board was required to exhaust his administrative remedies in that forum and could not move at will to the other track C. holding that federal prisoners need not exhaust their administrative remedies before filing suit in federal court D. holding that plaintiff could not look to the courts for relief because he did not exhaust his administrative remedies under the adea E. holding that a plaintiff need not exhaust his administrative remedies to bring a retaliation claim

assistant: The best answer is B. holding that a federal employee who had first filed a formal appeal with the board was required to exhaust his administrative remedies in that forum and could not move at will to the other track
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: policy not to fire employees except for good cause. Plaintiff bases his implied contract claim solely on evidence that the drug policy was posted, that he probably read it, that IBP restricted itself by the policy, and that IBP led employees to believe that it does not fire them except for cause. IBP argues that plaintiff has presented insufficient evidence of contractual negotiations or other circumstances which would tend to make clear the intent of the parties to change the at-will nature of the employment relationship. According to IBP, the fact that IBP unilaterally adopted a drug/alcohol policy and has a general practice of adhering to it does not transform the policy into a binding contract of employment. E.g., Berry v. General Motors Corp., 838 F.Supp. 1479, 1492 (D.Kan.1993) (<HOLDING>), aff'd, 56 F.3d 1233 (10th Cir.1995). In Options: A. recognizing distinct difference between policy which given employer might adopt and sincerely intend to follow and normally does follow and binding contractual duty B. recognizing difference between tolling and equitable estoppel C. holding that failure to follow mandatory provision of statute renders the act void whereas failure to follow directory provision does not D. recognizing that jurors are presumed to follow instructions E. holding that a jury is presumed to follow the trial courts instructions

assistant: The best answer is A. recognizing distinct difference between policy which given employer might adopt and sincerely intend to follow and normally does follow and binding contractual duty
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees that it will (a) pay the Warrant Agent reasonable compensation for its services as Warrant Agent in accordance with Exhibit C attached hereto and, except as otherwise expressly provided, will pay or reimburse the Warrant Agent upon written demand for all reasonable and documented expenses, disbursements and advances incurred or made by the Warrant Agent in accordance with any of the provisions of this Warrant Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel incurred in connection with the execution and administration of this Agreement), except any such expense, disbursement or advance as may arise from its or any of their gross negligence, willful misconduct or bad faith, and (b) perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: personal jurisdiction. See id. at 800 (noting that, in circumstances like these, the plaintiff need only make a prima facie showing through its pleadings and affidavits that the exercise of personal jurisdiction over the defendant is proper). First, it is beyond cavil that Daniele’s alleged contacts with Nevada are not “substantial, continuous, and systematic.” Second, Daniele’s status as SBR’s paid agent does not establish jurisdiction over him. While an agent’s contacts may be imputed to the principal for purposes of personal jurisdiction, the converse is not true. See Ochoa v. J.B. Martin & Sons Farms, Inc., 287 F.3d 1182, 1189 (9th Cir.2002) (imputing an agent’s contacts to the principal); Holland America Line Inc. v. Wärtsilä North America, Inc., 485 F.3d 450, 459 (9th Cir.2007) (<HOLDING>). Plaintiffs’ attempts to impute SBR’s contacts Options: A. holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control B. holding that a close relationship between a parent corporation and a subsidiary may justify finding that the parent engages in business in the jurisdiction through the local activities of its subsidiary C. recognizing separate corporate identity of parent despite evidence that parent was alterego of its subsidiary and was being sued for acts of its subsidiary D. holding that a subsidiarys contacts can be imputed for purposes of service of process where a parent uses the subsidiary to do what it otherwise would have done itself E. holding that a parent corporations contacts may not be imputed to its subsidiary

assistant: The best answer is E. holding that a parent corporations contacts may not be imputed to its subsidiary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted hereunder by one Party to the other shall be in writing and the same shall be given and shall be deemed to be served and given if (1) delivered in person to the address set forth in this Agreement for the Party to whom the notice is given, or (2) if placed in the United States mail, postage prepaid, addressed to the Party at the address set forth in this Agreement, or (3) sent by facsimile with receipt acknowledged. The addresses for Hawaiian Electric, Hawaii Electric Light and Chevron shall be as specified in this Agreement. From time to time, either Party may designate another address for the purpose of this Agreement by giving to the other Party notice of such change of address, which shall be effective fifteen (15) days after the giving of such notice.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 127 S. Ct. 638 (2006) 549 U.S. 69 Reymundo TOLEDO-FLORES, Petitioner, v. UNITED STATES. No. 05-7664. Supreme Court of United States. December 5, 2006. PER CURIAM. The writ of certiorari is dismissed as improvidently granted. It is so ordered.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to this Agreement, Assignor, affiliates of Assignor and Assignee may enter into various other assignments, which documents will be filed of record, to the extent necessary, in the appropriate filing locations to provide notice of record of the assignments provided for in this Agreement. Assignor and Assignee mutually agree to execute such further deeds, bills of sale, assignments, releases, assumptions, notifications or other documents as may be reasonably requested for the purpose of giving effect to, evidencing, or giving notice of the transactions evidenced by this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: must report it to the IRS every year as part of the IRS’s regulation of offshore banking, and in part because they need the information to access their foreign bank accounts.” In re Grand Jury Investigation M.H., 648 F.3d at 1076. The Fifth Circuit has concluded similarly, stating that records are “customarily kept” in satisfaction of the required records exception’s second prong where they “are of the same type that the witness must report annually to the IRS pursuant to the IRS’s regulation of offshore banking: the name, number, and type of aceount(s), the name and address of the bank where an account is held, and the maximum value of the account during the reporting period.” In re Grand Jury Subpoena, 696 F.3d at 435; see also In re Grand Jury Investigation M.H., 648 F.3d at 1075 (<HOLDING>). This Court agrees. Accordingly, the records Options: A. holding plaintiffs burden was to show that the misconduct for which she was discharged was nearly identical to that engaged in by a male employee whom her employer retained internal quotation omitted B. holding that records relating to a student court were not education records C. holding in a nearly identical case that second prong of required records doctrine met D. holding the doctrine applied in a case of mistake E. recognizing doctrine

assistant: The best answer is C. holding in a nearly identical case that second prong of required records doctrine met
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 (along with the Exhibits) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all previous arrangements and understandings, including the Original Agreement and the Confidentiality Agreement, whether oral or written, between the Parties with respect to the subject matter hereof. The foregoing shall not be interpreted as a waiver of any remedies available to either Party as a result of any breach prior to the Effective Date by the other Party of the Original Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: of the RIF, Dr. Mereish, a pharmacologist, was not conducting research at the USAMRIID but rather was on detail to the Biological Arms Control Treaty Organization. Dr. Assaad, a physiologist, was working on developing a vaccine for ricin utilizing a particular kind of antigen. His research, however, was superseded soon after he was discharged in favor of new ricin research based on a recombinant molecular construct, which is an entirely different source than the antigen upon which Dr. Assaad was focusing. Finally, Dr. Cros-land, a physiologist, was investigating bo-tulinum toxins at the time he was laid off. He was attempting to develop a cell line that would respond to botulinum toxins, in order to facilitate further research of these agents. After he was lai 1176, 1183 (5th Cir.1996) (<HOLDING>). If we failed to allow proffered Options: A. holding that an employee may establish that the legitimate reason for an employment decision offered by an employer is pretextual by showing by a preponderance of the evidence either that the discrim inatory reason was the true reason motivating the employers conduct or that the profferred legitimate reason was false B. recognizing as a legitimate reason for conducting layoffs a firms need to retain employees with the contemporary skills necessary to assimilate new technologies C. holding that a firms decision to implement a reductioninforce to meet its budgetary goals during a business downturn was a legitimate reason for terminating an employee D. holding that even an incorrect belief that an employees performance is inadequate can be a legitimate reason for an adverse employment action E. holding that drugrelated misconduct is a legitimate nondiscriminatory reason for termination

assistant: The best answer is B. recognizing as a legitimate reason for conducting layoffs a firms need to retain employees with the contemporary skills necessary to assimilate new technologies
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 payment of Restricted Payments permitted by Section 9.04 , each of Parent and the Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate, other than (a) transactions between or among the Loan Parties, (b) Investments permitted under Section 9.05(g), (c) the performance of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by the Parent or any of its Subsidiaries in the ordinary course of its business with its employees, officers and directors, (d) fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Parent (or any direct or indirect parent thereof), the Borrower or their respective Subsidiaries in their capacity as such, to the extent such fees and compensation are customary, and (e) issuances of Equity Interests of the Parent and the Borrower to the extent otherwise permitted by this Agreement.

assistant: Transactions With Affiliates
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 its Significant Subsidiaries (i) have prepared and filed all foreign, federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it they are subject and such returns, reports and declarations are true, complete and correct in all material respects, (ii) have paid all material taxes and other governmental assessments and charges owed and due by the Company and its Significant Subsidiaries (whether or not shown on any tax return), except those being contested in good faith and with respect to which adequate reserves have been set aside on the books of the Company and its Significant Subsidiaries, (iii) have withheld or collected from each payment made to each of their respective employees, independent contractors, shareholders, creditors and other third parties the amount of all taxes required to be withheld or collected therefrom, and have paid the same to the proper authorized depositories or government authorities and (iv) have set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which the above referenced returns, reports or declarations apply. There are no pending or active tax audits or proceedings or proposed tax deficiencies or other claims for material unpaid taxes asserted with respect to the Company or its Significant Subsidiaries or their respective assets. There are no liens for taxes (other than for taxes not yet due and payable) upon any of the assets of the Company or its Significant Subsidiaries. Neither the Company nor any of its Significant Subsidiaries has received notice of any claim made by an authority in any jurisdiction where the Company or any Significant Subsidiary, as applicable, does not file tax returns that the Company or any Significant Subsidiary, as applicable, is or may be subject to taxation by that jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Sublessee shall not have the right to assign or sublet the Premises, in whole or in part, without the prior written consent of Sublessor (such consent not to be unreasonably withheld, conditioned or delayed); provided any such assignment or subletting (i) shall be subject to the terms of the Master Lease, and (ii) shall be subject to Master Lessor’s approval as provided in the Master Lease.

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: All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and any other extensions of credit hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The financial statements (including the notes thereto) of the Company and its Subsidiaries included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission 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, complied, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and fairly present in all material respects the balance sheet of the Company and its Subsidiaries taken as a whole as of and for the dates thereof and the results of operations, shareholders’ equity, and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments, which would not be material, either individually or in the aggregate.

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 case excerpt and choose the best holding from the options. Case excerpt: his convictions for conspiracy to commit robbery under the Hobbs Act, 18 U.S.C. § 1951, must be reversed. Because Hoffman did not file a Rule 29 motion regarding this issue, we review for plain error. Powell, 113 F.3d at 466-67. Hoffman relies on United States v. Lopez, 514 U.S. 549, 115 S.Ct. 1624, 131 L.Ed.2d 626 (1995). However, we have held that drug trafficking affects interstate commerce. United States v. Orozco, 98 F.3d 105, 107 (3d Cir.1996). Interference with a drug dealer’s business has been held to violate the Hobbs Act because of the interstate character of drug dealing. United States v. Cox, 942 F.2d 1282, 1286 (8th Cir.1991). Accordingly, a conspiracy to rob drug traffickers may affect interstate commerce. See United States v. Clausen, 328 F.3d 708, 711 (3d Cir.2003) (<HOLDING>); United States v. Jones, 30 F.3d 276, 285 (2d Options: A. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce B. holding that in the context of hobbs act prosecutions an indictment need not set forth facts alleging how interstate commerce was affected nor otherwise state any theory of interstate impact C. holding that robbery of nationwide checkcashing company affected interstate commerce in violation of hobbs act D. holding that conviction for hobbs act robbery is constitutional so long as it has de minimis impact on interstate commerce E. holding two elements are essential for a hobbs act prosecution robbery and an effect on commerce

assistant: The best answer is D. holding that conviction for hobbs act robbery is constitutional so long as it has de minimis impact on interstate commerce
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 acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of this Agreement, including but not limited to those of Sections 10-14, would be inadequate and difficult to ascertain. Therefore, in the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, it is agreed that in addition to the Company's remedy at law, the Company shall be entitled to appropriate equitable relief in the form of specific performance, preliminary or permanent injunction, temporary restraining order or any other appropriate equitable remedy which may then be available.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Lenders hereby irrevocably appoints the DIP Agent as its agent and authorizes the DIP Agent to take such actions on its behalf and to exercise such powers as are delegated to the DIP Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

assistant: Powers
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 Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cut-Off Date for such Loan and will continue in full force and effect until terminated pursuant to this Section 3.11(c) (or such Loan ceases to be a Sold Asset or 2018-2A SUBI Asset, as applicable); provided , the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been terminated under Section 8.01 , the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of the Servicer as custodian hereunder in the same manner as the Indenture Trustee may terminate the rights and obligations of the Servicer under Section 8.01 . In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as subcustodian for each Loan with respect to which it is then acting in such capacity. In the event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however , if the Back-up Servicer is the successor Servicer, the Back-up Servicer may elect to have the Indenture Trustee hold the Contracts in trust for the Issuer.

assistant: Terminations
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 that you or the Company are required to give the other under this Agreement shall be given by personal delivery, recognized overnight, courier service, or registered or certified mail, return receipt requested, addressed in your case to you at your last address of record with the Company, or at such other place as you may from time to time designate in writing, and, in the case of the Company, to the Company at its principal office to the attention of the President and Chief Executive Officer , or at such other office as the Company may from time to time designate in writing. The date of actual delivery of any notice under this Section 9 shall be deemed to be the date of receipt thereof.

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: Each Bank irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive and the Company agree that if any portion of this Agreement or the General Release or the application of their terms to any person or circumstance or claim is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement and the General Release, or the application of such terms to any other persons, circumstances or claims shall not be affected and that this Agreement and General Release shall continue to be valid and enforceable to the fullest extent permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The hereby agree that the will obtain Lender’s written consent prior to closing on a transaction to sell securities of Holdings to a third party other than Amgen Inc. or any employee of Holdings or Borrower during the four-month period commencing January 1, 2017 and ending April 30, 2017.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are solely responsible for any activity in your account whether or not authorized by you , including purchases made using any payment instrument ( for example , credit card , paypal or social network or platform virtual currency ) .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communica tions from Company to Holder, or vice versa, shall be in writing and shall be deemed delivered and effective when given personally or mailed by first ‑class registered or certified mail, postage prepaid, or by overnight courier, at such address as may have been furnished to Company or Holder, as the case may be, in writing by Company or such Holder from time to time.

assistant: Notices