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: All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Lender or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.16, 2.17, 2.18, 3.03 and 10.03 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

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

user: The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary;

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge that niantic is not required to provide a refund for any reason , and that you will not receive money or other compensation for unused virtual money and virtual goods when your account is closed , whether such closure was voluntary or involuntary .

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: 466 U.S. 668, 688-90, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). Barring any statements or actions from the defendant indicating disagreement with counsel or the desire to testify, the trial court is neither required to sua sponte address a silent defendant and inquire whether the defendant knowingly and intentionally waived the right to testify, nor ensure that the defendant has waived the right on the record. Joelson, 7 F.3d at 177. See also United States v. Ortiz, 82 F.3d 1066, 1069 n. 8 (D.C.Cir.1996) (noting the agreement of the First, Third, Fifth, Seventh, Ninth, Tenth, and Eleventh Circuits that the trial court does not have a duty to sua sponte conduct an on-the-record colloquy regarding waiver); Knox v. Morris, 908 F.2d 973 (table), 1990 WL 106789, at *1 (6th Cir. July 30, 1990) (<HOLDING>); United States v. Yarbrough, 896 F.2d 554 Options: A. holding that trial court has no duty to establish waiver on record B. holding that a trial judge is under no duty to affirmatively establish a defendants proficiency in english where no evidence on the issue is presented C. holding that record did not establish knowing waiver D. holding that appellate court may presume trial court took judicial no tice of its own record and that trial court record in that case supported prejudice element E. holding that the court has no duty to search for triable issues

assistant: The best answer is A. holding that trial court has no duty to establish waiver on record
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: 1038, 118 S.Ct. 1347, 140 L.Ed.2d 496 (1998); Groome Resources, 234 F.3d at 217; Karlin v. Foust, 188 F.3d 446, 468 (7th Cir.1999); St. Croix Waterway Ass’n v. Meyer, 178 F.3d 515, 520 (8th Cir.1999); Kildea v. Electro-Wire Prods., Inc., 144 F.3d 400, 407 (6th Cir.1998); see also Coates v. City of Cincinnati, 402 U.S. 611, 613, 91 S.Ct. 1686, 29 L.Ed.2d 214 (1971) (striking down a city ordinance barring “conduct ... annoying to persons passing by” on vagueness grounds because, inter alia, the ordinance “did not indicate upon whose sensitivity a violation [would] depend — the sensitivity of the judge or jury, the sensitivity of the arresting officer, or the sensitivity of a hypothetical reasonable man”). But see Belle Maer Harbor v. Charter Twp. of Harrison, 170 F.3d 553 (6th Cir.1999) (<HOLDING>). Moreover, “it is well established that Options: A. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city B. holding factor b is not unconstitutionally vague C. holding the phrase open and gross lewdness unconstitutionally vague D. holding unconstitutionally vague a city ordinance imposing criminal sanctions because its use of the term reasonable to guide law enforcement discretion was not amenable to a limiting interpretation in the unique and everchanging context of open water restrictions E. holding city could not enforce through administrative adjudication a city ordinance limiting vehicle weight

assistant: The best answer is D. holding unconstitutionally vague a city ordinance imposing criminal sanctions because its use of the term reasonable to guide law enforcement discretion was not amenable to a limiting interpretation in the unique and everchanging context of open water restrictions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the lifetime post-release supervision portion of her sentence can only be addressed under the second classification — as a purely legal, categorical proportionality challenge. The United States Supreme Court has identified three subcategories of categorical constitutional challenges: (1) those considering the nature of the offense, (2) those considering the characteristics of the offender, and (3) those that combine the first two subcategories by considering a particular iype of sentence as it applies to an entire class of offenders who have committed a range of crimes. Graham, 560 U.S. at 60-61. Reed’s categorical constitutional argument asserts that the Eighth Amendment categorically prohibits the imposition of lifetime postrelease for a sex offense in which the offe 1079 (1976) (<HOLDING>). Reed’s arguments regarding the nature of the Options: A. holding an unappealed ruling is the law of the case and cannot be later challenged B. holding that a sentencing decision will be affirmed if challenged factor is permissible and other factors are not challenged C. holding state of the law must be determined at time of challenged action D. holding that the injury must be fairly traceable to the challenged action to be redressable by the court E. holding that unconstitutional government action can only be challenged by a person directly affected it cannot be challenged by one invoicing the rights of third parties

assistant: The best answer is E. holding that unconstitutional government action can only be challenged by a person directly affected it cannot be challenged by one invoicing the rights of third parties
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, including any exhibits attached hereto, shall be construed in accordance with the substantive and procedural laws of the United States and the State of Texas applicable to agreements executed and wholly performed therein, without regard to rules or principles of conflict of laws that might require the application of the laws of any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that it would be difficult to fully compensate the Company for monetary damages resulting from any breach by Executive of this Section 8. Accordingly, in the event of any actual or threatened breach of any such provisions, the Company will, in addition to any other remedies it may have, be entitled to injunctive and other equitable relief to enforce such provisions, and such relief may be granted without the necessity of proving actual monetary damages.

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: All Revolving Loans made or Letter of Credit Accommodations provided to or for the benefit of Borrower pursuant to the provisions hereof shall be used by Borrower (i) to finance the payment in full of any remaining outstanding Pre-Petition Obligations no later than one (1) Business Day after the Final Order Entry Date, (ii) to fund the Carve Out (limited, after delivery of the Carve Out Trigger Notice, to the Post-Trigger Carve Out up to the Carve Out Cap), and (iii) subject to the Approved Budget (subject to the Permitted Variance), for general corporate purposes of Borrower not otherwise prohibited by the terms hereof. The FILO Loans shall be used solely for the purpose set forth in Section 2.1(a) hereof. None of the proceeds of the Loans or Letter of Credit Accommodations will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or for the purposes of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended. In addition, none of the proceeds of the Loans or Letter of Credit Accommodations or the Carve Out shall be used for the payment of fees or expenses of any Person challenging the Pre-Petition Obligations or the Pre-Petition Liens or pursuing or prosecuting any claims or actions against the Pre-Petition Agent or Pre-Petition Lenders, including any claim under Chapter 5 of the Bankruptcy Code in respect of the Pre-Petition Credit Agreement.

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: The Company shall pay Executive base salary, subject to annual review by the Board (such base salary, as so adjusted in accordance with the normal annual review practices for senior executives of the Company, the “ Base Salary ”), at the annual rate of Three Hundred Twenty-Five Thousand Dollars ($325,000.00), less applicable taxes and required withholdings, payable in accordance with the Company’s usual payroll practices. Any decrease in Executive’s Base Salary shall be made only if the Company contemporaneously and proportionately decreases the base salaries of all senior executives of the Company. You will also receive a monthly automobile allowance of six hundred dollars ($600.00) and a monthly cellular telephone allowance of one hundred and seventy dollars ($170.00).

assistant: Base Salary
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 of a Change in Control, if the Participant is terminated by the Company without Cause or if the Participant resigns from employment with the Company with Good Reason, in each case, during the period beginning on the date that is ninety (90) days prior to a Change in Control and ending on the date that is twenty-four (24) months following the Change in Control (a “ Change in Control Termination ”), all unvested Restricted Shares shall fully vest on the effective date of the Participant’s Termination of Service. “ Good Reason ” shall have the meaning, if any, set forth in the Participant’s employment agreement with the Company or its Subsidiary, as applicable. If the Participant is not party to an employment agreement, or if the Participant’s employment agreement does not contain a definition of Good Reason, then the terms of this Section 2(c) relating to Good Reason shall not be operative with respect to such Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall continue so long as Indemnitee shall be subject to any possible Proceeding. This Agreement shall be binding upon the Company and its successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company) and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors, administrators and other legal representatives.

assistant: Binding Effects
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: letter.” Plaintiffs intimation to the contrary, that Sharp was seeking advice from Tripodi “merely as a representative of Kean University” and not in his legal capacity, has no support in the record. The fact that Tripodi had no involvement in fundraising other than reviewing such solicitations to provide legal advice, and actually rendered such a service in this very instance, belies the naked suggestion that the e-mail was sent for some other, non-legal purpose. Clearly Sharp sent the e-mail to Tripodi because its contents could bind the University and the communication would not have been made but for Sharp’s need for legal advice or services. Equally clear is that as head women’s basketball coach, Sharp was acting within the scope of her employment when soliciti 44 (W.D.Okla.1982) (<HOLDING>). The closer question is whether the University Options: A. holding that a notice of tax deficiency sent to a taxpayer by the irs need not be signed in order to be valid B. holding that the irs has a law enforcement purpose in the context of a criminal tax investigation C. holding that attorneyclient privilege was not waived when a letter sent by an irs regional counsel to the doj requesting legal services was copied to other irs personnel involved in the investigation D. holding that disclosure to department of defense audit committee without a confidentiality agreement waived privilege in irs investigation E. holding that a decedents tax settlement with the irs did not establish the value of his estates claim against the irs as a matter of law

assistant: The best answer is C. holding that attorneyclient privilege was not waived when a letter sent by an irs regional counsel to the doj requesting legal services was copied to other irs personnel involved in the investigation
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: fails to provide accurate and complete information as required by subdivision (a) and “the employee cannot promptly and easily determine” — among other things — “the amount of gross wages ... paid to the employee during the pay period or any of the other information required ... pursuant to items ... (6) and (9) of subdivision (a).” Cal. Labor Code § 226(e)(2)(B)®. Defendant contends that because Plaintiffs claims all relate to a time period before the effective date of the amendments that they do not apply to his claims. The Court would note that the 2013 Amendment does not represent a substantive shift in Section 226 (with the possible exception of Section 226(e)(l)(2)(A) — not at issue here). See Price v. Starbucks Corp., 192 Cal.App.4th 1136, 1143, 122 Cal.Rptr.3d 174 (2011) (<HOLDING>); Torchia v. W.W. Grainger, Inc., 304 F.R.D. Options: A. holding that the defendants discovery requests were untimely because they were not served in time for the responses to be due before the discovery deadline B. holding attorneys must present detailed records to enable the court to determine if the services were necessary C. holding that records relating to a student court were not education records D. holding that seventeen missing records does not constitute improper record keeping because the fact that the records are not at the station does not mean that the records are incorrect or inaccurate E. recognizing that an injury exits where inaccurate or incomplete wage statements require plaintiffs to engage in discovery and mathematical computations to reconstruct time records and determine if they were correctly paid

assistant: The best answer is E. recognizing that an injury exits where inaccurate or incomplete wage statements require plaintiffs to engage in discovery and mathematical computations to reconstruct time records and determine if they were correctly paid
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to indemnify and hold the Employee, harmless from and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee and arising out of or relating to any past, present or future claim, action, demand, loss, cost, expense, liability or other damage due to Employee’s employment hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto acknowledges that the terms and conditions of this Lease are to remain confidential for the other party’s benefit, and may not be disclosed by either party hereto to anyone, by any manner or means, directly or indirectly, without the other party’s prior written consent; however, each party hereto may disclose the terms and conditions of this Lease to its attorneys, accountants, employees and existing or prospective financial partners, or if required by Law or court order, provided all person or entities to whom either party hereto is permitted hereunder to disclose such terms and conditions are advised by the disclosing party of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure), except to the extent such disclosure is required by Laws or judicial order to be made to the public. Each party hereto shall be liable for any disclosures made in violation of this Section by such party or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by such party if the disclosing party failed to inform the recipient of such material of the confidential nature of the same. The consent by either party hereto to any disclosures shall not be deemed to be a waiver on the part of such party of any prohibition against any future disclosure. For clarification, Landlord and Tenant acknowledge that under the Ground Lease, Landlord may be obligated to release certain information relating to this Lease to Ground Lessor, which is a governmental entity subject to the Texas Public Information Act, as amended. The disclosure of any information relating to this Lease to Ground Lessor shall be made only if required by Laws and shall be submitted to Ground Lessor in a manner that seeks the maximum protection against disclosure as permitted under applicable exceptions set forth in such statute.

assistant: Confidentiality
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: defenses to the existence or amount of its withdrawal liability, even a defense based solely on statutory interpretation.”); Robbins v. Chipman Trucking Inc., 1987 WL 13571, 1987 U.S.Dist. LEXIS 6208 (N.D.Ill.1987) (failure to initiate arbitration within statutory time periods results in waiver of right to have an arbitrator decide the question of waiver; also stating that under the previous opinion, “[o]nce the federal court finds that the employer has waived his right to contest the withdrawal amount in arbitration, the employer loses. We believe this was the intention of the MPPAA framers. To give the employer one chance to contest withdrawal liability and to give that chance in the arbitral setting.”); Bowers v. Compania Peruana De Vapores, S.A., 689 F.Supp. 215, 219 (S.D.N.Y.1988) (<HOLDING>); In re Metro Transp. Co., 82 B.R. 351 (Bkrtcy Options: A. holding that the governments failure to argue harmless error results in a waiver of the argument B. recognizing rule that failure to initiate arbitration within statutory time limits constitutes a waiver of the opportunity to do so however in that case the alleged employers filing of declaratory action tolled the statutory time frames C. holding failure to object in timely fashion at trial results in waiver of issue for appeal D. holding that failure to develop a legal argument supporting a claim results in waiver of the claim E. recognizing in dicta that failure to initiate arbitration results in waiver of defenses citing clinton engines

assistant: The best answer is E. recognizing in dicta that failure to initiate arbitration results in waiver of defenses citing clinton engines
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 of the Borrower’s obligations under this Section 2.6 shall survive termin ation of the Total Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ground for distinguishing the earlier precedent, and, therefore, failed to provide clearly established authority in the area of equal protection. ¶20 Furthermore, prior to Olech, the federal circuit courts had divided on whether an individual could assert an Equal Protection Clause violation if he or she were not a member of a particular class or group. The Sixth Circuit, in Futernick v. Sumpter Township (6th Cir. 1996), 78 F.3d 1051, 1060, had rejected the “class of one” theory, holding that a plaintiffs membership in a class was essential to a denial of equal protection. Three years later, in Bass v. Robinson (6th Cir. 1999), 167 F.3d 1041, the Sixth Circuit continued to require a claimant to allege class membership to sustain an equal protection claim. Bass, 167 F.3d at 1050 (<HOLDING>). Additionally, the Seventh Circuit, just prior Options: A. holding that because plaintiff failed to allege invidious discrimination based upon his membership in a protected class his equal protection claim failed at its inception B. holding that the appellant waived his claim on appeal because he failed to address that claim in either his application for a coa or his brief on appeal C. holding that a plaintiff failed to state a claim for a breach of a joint venture agreement where it failed to allege responsibility for losses D. holding that plaintiff had no jurisdiction in federal court because she failed to allege a state law claim but declining to discuss pleading requirement to set forth charge of discrimination E. holding discrimination in redemption periods violated the equal protection clause where class membership did not correlate with purported class distinctions drawn by legislature

assistant: The best answer is A. holding that because plaintiff failed to allege invidious discrimination based upon his membership in a protected class his equal protection claim failed at its inception
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 2017-A Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you also agree that you will only obtain virtual money and/or virtual goods from us and through means provided by us , and not from any third-party platform , exchange , broker , or other mechanism , unless expressly authorized .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Partnership and the Holder agree (a) the Warrant is properly treated, for U.S. federal income tax purposes, as a noncompensatory option (as defined in U.S. Treasury regulation section 1.721-2(f)); (b) the Warrant will not be treated as exercised, for U.S. federal income tax purposes, upon issuance and, thus, the Holder will not receive any allocation of income, gain, loss or deduction prior to the receipt of Common Units acquired upon exercise of the Warrant; (c) to follow the U.S. Treasury regulations regarding the exercise of noncompensatory options (as defined in U.S. Treasury regulation section 1.721-2(f)) with respect to the U.S. federal income tax treatment of the Warrant and the capital account treatment with respect to the Common Units acquired upon exercise of the Warrant, including with respect to a capital account reallocation in connection with the revaluation of property in accordance with U.S. Treasury regulation section 1.704-1(b)(2)(iv)(s) and (d) if, as a result of the exercise of a Warrant, a capital account reallocation is required under U.S. Treasury regulation section 1.704-1(b)(2)(iv)(s), the General Partner shall make corrective allocations pursuant to U.S. Treasury regulation section 1.704-1(b)(4)(x).

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: Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “ Confidential Information ”). Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “ GLB Act ”), and Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Buyer holds (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Seller shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Upon request, Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that Seller has satisfied its obligations as required under this Section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Seller. Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Seller by Buyer or such Affiliate. Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

assistant: Confidentiality
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: Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE X, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of 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 case excerpt and choose the best holding from the options. Case excerpt: 20 U.S.C. § 1415. Where Congress has provided for the exhaustion of administrative procedures, Congress’ intent “is of paramount importance ... because Congress is vested with the power to prescribe the basic procedural scheme under which claims may be heard in federal courts.” Patsy v. Bd. of Regents, 457 U.S. 496, 501, 102 S.Ct. 2557, 73 L.Ed.2d 172 (1982). Accordingly, our inquiry is not whether general policies favor requiring the exhaustion of California’s CRP, but whether requiring such exhaustion would be consistent with IDEA’S procedural scheme. 1. Our starting point is the text of the IDEA. When Congress provides a “detailed exhaustion scheme,” courts generally lack discretion to add additional exhaustion requirements to the scheme. Patsy, 457 U.S. at 509-511, 102 S.Ct. 2557 (<HOLDING>); see also Darby v. Cisneros, 509 U.S. 137, Options: A. holding that exhaustion of issues is jurisdictional B. holding that detailed exhaustion scheme of the civil rights of institutionalized persons act cripa is inconsistent with discretion to impose on an ad hoc basis a judicially developed exhaustion rule in other cases C. holding that cases claiming that government action requires just compensation must be determined on an ad hoc basis D. recognizing that issue exhaustion requirement and requirement exhaustion of remedies are different E. holding exhaustion requirement inapplicable when requiring exhaustion would be futile

assistant: The best answer is B. holding that detailed exhaustion scheme of the civil rights of institutionalized persons act cripa is inconsistent with discretion to impose on an ad hoc basis a judicially developed exhaustion rule in other cases
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: various classes of railroad tracks side analyzing the audible warning devices regulation, the principles governing preemption are similar. The regulation at issue clearly prescribes minimum decibel levels for trains which are designed to alert drivers and the public that the train is advancing through an intersection. The fact that the regulation sets a minimum level but does not specify maximum levels does not alter the applicability of the preemption provision in the FRSA. The regulation at issue, 49 C.F.R. § 229.129, clearly “covers” the subject matter of plaintiffs negligence claims since the regulation deals specifically with the “sound-producing capacity” of audible warning devices. See Southern Pacific Transp. Co. v. Public Utility Comm. of Oregon, 9 F.3d 807, 813 (9th Cir.1993) (<HOLDING>). In setting the minimum level, the FRA Options: A. holding that cause of action for injury to corporations property or for impairment or destruction of its business is vested in corporation as distinguished from its shareholders B. holding that police officers sued in their official capacity are not liable for a violation of a privacy interest where the police department did not have a policy of deliberately failing to train its officers with respect to the confidentiality of records C. holding that shareholders claim is derivative if the alleged injury affects the shareholder indirectly in his or her capacity as a shareholder and describing the inquiry as whether the gravamen of the pleadings alleges injury to the plaintiff upon an individual claim as distinguished from an injury which directly affects the shareholders as a whole D. holding that members of the city council in their official capacity are not immune from a section 1983 suit against the municipality for deprivation of liberty interest in reputation without due process E. holding that section 229 regulates the soundproducing capacity of train whistles as distinguished from their use

assistant: The best answer is E. holding that section 229 regulates the soundproducing capacity of train whistles as distinguished from their use
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: On the terms and subject to the conditions set forth herein, on or prior to April 30, 2016 (unless such date is extended with the mutual consent of the Parties)(the “ Third Tranche Closing ” and the “ Third Tranche Closing Date ”), the Purchaser or if applicable, the Purchaser’s Assigns, shall purchase from the Company a Note in the principal amount of $150,000, and the Company shall issue and sell to the Purchaser or the Purchaser’s Assigns such Note (the “ Third Tranche Note ” and such amount, the “ Third Tranche Purchase Price ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an argument despite its abandonment on appeal, we ordinarily will not do so ‘unless manifest injustice otherwise would result.’ ” (quoting Anderson v. Branen, 27 F.3d 29, 30 (2d Cir.1994))). Here, no “manifest injustice” results from the denial of Seadinovski’s petition, as the relevant regulation provides that “[a] motion to reopen proceedings for the purpose of submitting an application for relief must be accompanied by the appropriate application for relief and all supporting documentation.” 8 C.F.R. § 1003.2(c)(1). As the plain language of the regulation provides, failure to comply with the requirement is a ground for denial of the motion. See Zhen Nan Lin v. Dep’t of Justice, 459 F.3d 255, 262 (2d Cir.2006); see also Lin Xing Jiang v. Holder, 639 F.3d 751, 757 (7th Cir.2011) (<HOLDING>). Because no manifest injustice results, and Options: A. holding that the bia abused its discretion in denying a motion to reopen when it failed to consider the argument before it B. holding that it was within the discretion of the bia to deny a motion to reopen because it was not accompanied by an asylum application C. holding that the bia abused its discretion when it denied petitioners motion to reopen by failing to consider evidence of country conditions D. holding it was not an abuse of discretion to deny funds E. holding that bia abused its discretion in denying motion to reopen

assistant: The best answer is B. holding that it was within the discretion of the bia to deny a motion to reopen because it was not accompanied by an asylum application
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: impinge on Congress’s goal of ensuring ‘a single, uniform system for regulating aviation safety.’ ” (citation omitted)). To allow a patchwork of state law and industry regulations for pilot hiring and training would strip bare Congress’s intent in passing the FAA. The state law and industry customs Plaintiff seeks to impose clearly enter the scope of the preempted field of pilot hiring and training standards, and, as such, are preempted by federal law. See Goodspeed Airport, 634 F.3d at 210; see, e.g., Ventress, 747 F.3d at 721-22 (“Our review of the applicable FARs confirms that pilot qualifications and medical standards for airmen ... are pervasively regulated.... [W]e conclude that the FAA and accompanying FARs preempt [the plaintiffs state law] claims.”); French, 869 F.2d at 4 (<HOLDING>); In re Air Crash I, 798 F.Supp.2d at 485-86; Options: A. holding that an argument not raised before the bankruptcy court will not be considered for the first time on appeal B. holding that faas pervasive pilot medical standards preempted wrongfuldischarge claims that required determination of a pilots medical fitness to fly C. holding that when a court of appeals has jurisdiction on interlocutory appeal the scope of appellate review is not limited to the precise question certified by the district court because the district courts order not the certified question is brought before the court D. holding that a fraud class action cannot be certified when individual reliance will be an issue E. holding that the faa and fars afford no room for the imposition of statelaw criteria visavis pilot suitability for the medical standards which an airline pilot must meet before he will be certified

assistant: The best answer is E. holding that the faa and fars afford no room for the imposition of statelaw criteria visavis pilot suitability for the medical standards which an airline pilot must meet before he will be certified
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 Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Option is vested and exercisable with respect to 1,242,431 underlying Shares as of the Grant Date. Subject to the Optionee’s continuing employment in good standing with the Company or any Subsidiary or Affiliate, the Option shall vest and become exercisable with respect to 1/22 nd of the remaining underlying Shares on the 1 st day of each month after the Grant Date.

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 legal provision and list the applicable contract clause categories. Provision: This Amendment shall be construed and interpreted in accordance with the rules of construction set forth in Sections 1.02 , 1.03 , 1.04 , 1.05 and 1.06 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: found defendant incompetent to stand trial). Second, the rules of construction indicate a strong preference for harmonizing the rule and the statute. See State ex rel. Quintana v. Schnedar, 115 N.M. 573, 575, 855 P.2d 562, 564 (1993) (instructing courts to presume that “the legislature did not intend to enact a law inconsistent with existing law” and to disfavor “judicial repeal of legislation by implication”). Third, Child’s interpretation is logical and avoids absurd results. See State v. Mendoza, 108 N.M. 446, 452, 774 P.2d 440, 446 (1989) (“Where the rule is unambiguous, we interpret it literally and give effect to the plain meaning of the rule ... unless to do so leads to an absurd or unjust result.”). See also State v. Ware, 115 N.M. 339, 342, 850 P.2d 1042, 1045 (Ct.App.1993) (<HOLDING>). {13} In contrast, we are not persuaded by the Options: A. holding that courts should avoid interpretations of statutes which would produce absurd results B. holding that virginia courts must avoid absurd results C. holding that contracts should be interpreted to avoid absurd results D. holding that the rules of criminal procedure should be common knowledge to lawenforcement and judicial officers who have the duty and responsibility to authorize searches E. recognizing that to avoid absurd results the court has a duty to interpret the rules of criminal procedure with logic and common sense

assistant: The best answer is E. recognizing that to avoid absurd results the court has a duty to interpret the rules of criminal procedure with logic and common 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 case excerpt and choose the best holding from the options. Case excerpt: for Dr. Crabtree’s ultimate post-award refusal to continue the counseling relationship by threatening to sue Dr. Crabtree and press charges against him before the licensing board. The District Court’s statement that the arbitrator could not address the reasons for the breakdown in the counseling relationship upon remand could be understood as a direction to the arbitrator not to consider the Hospital’s contention. We see no legal reason why the arbitrator, who will be advised of the contingency that has rendered the award ambiguous, should not also be able to hear the Hospital’s explanation for the breakdown in the counseling relationship, if he so chooses. The District Court’s statement may be interpreted as a judicial determination of the appropriate procedures to be u 48-49 (<HOLDING>). We conclude, therefore, that nothing in Options: A. holding that district court erred in ruling that a particular item of evidence must be admitted in the arbitral proceeding B. holding that the district court erred in ruling that a plaintiff had failed to offer any evidence to survive summary judgment on its discrimination claim where the district court had simply discounted plaintiffs admissible evidence as less probative than defendants C. holding that district court erred in issuing injunction against future work stoppages based on arbitral award prohibiting one such stoppage D. holding the district court erred by reviewing the evidence and making an evidentiary ruling on secondtier review E. holding that the district court erred in not making an inequitable conduct determination prior to ruling on the exceptional case issue

assistant: The best answer is A. holding that district court erred in ruling that a particular item of evidence must be admitted in the arbitral proceeding
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices or other communications required hereunder shall be in writing and shall be deemed duly given: (a) when delivered in person (with receipt therefor); (b) on the next business day after deposit with a recognized overnight delivery service; (c) on the third (3rd) business day after being sent by certified or registered mail, return receipt requested, postage prepaid, to addresses of Landlord and Tenant set forth in Section 1; or (d) when delivered via electronic transmission, including email, to the addresses of Landlord and Tenant set forth in Section 1. Either party may change its address for the giving of notices by notice given in accordance with this Section. A party's refusal to accept delivery of any notice or communication sent by the other party shall not render such notice ineffective. Notwithstanding the foregoing, all bills, statements, invoices or other communications from Landlord to Tenant with respect to Rent may be sent to Tenant by regular United States mail.

assistant: Notices