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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may, to the extent then permitted under applicable law, satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company ’ s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with id. at 334-35 (ruling that, with respect to another contract, the subcontractor failed to establish third-party beneficiary status because neither the prime contractor nor the subcontractor notified the contracting officer that the purpose of modifying the remittance clause was to assure the subcontractor that it would receive payment). Similarly, when the government modifies a contract pursuant to and/or acts in accordance with an assignment agreement, the government expressly agrees to the assignment. See Summerfield Housing Ltd. P’ship v. United States, 42 Fed.Cl. 160, 173 (1998) (finding that by modifying the contract with the name of the assignee and by incorporating the notice of assignment, the government expressly agreed to the assignment); Norwest, 37 Fed.Cl. at 610 (<HOLDING>). can consider. No admissible evidence was Options: A. holding that the contracting officer effectively made a final decision on the government claim for set off by declining to pay the contractor the balance due on the contract B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim C. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim D. holding that the governments attorney had the implicit authority to bind the government although the contracting officer had the express authority E. holding that when the contracting officer modified the contract to name the contractors bank as payee the contracting officers actions demonstrated an express agreement to pay the bank

assistant: The best answer is E. holding that when the contracting officer modified the contract to name the contractors bank as payee the contracting officers actions demonstrated an express agreement to pay the bank
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 such judgment, out of any monies unappropriated of such township; or, if there were no such monies, of the first money that shall be received for the use of such township. See Act of July 14, 1917, No. 319, P.L. 840, § 1396 (codified at 53 P.S. § 18462 (repealed 1931)); see also Kamm, 86 P.L J. at 404. The procedure did not require the commencement of a wholly independent civil action for mandamus as the majority appears to deem necessary. 2 . The difficulty with the Commonwealth Court's opinion, in my view, is that it equates the ordinary writ of execution filed by the Union with the specialized "mandamus execution” writ called for by the formerly governing statute. See Borough of Wind Gap v. Teamsters Local 773 of the Int’l Bhd. of Teamsters, 759 A.2d 949, 953 Options: A. holding that common pleas erred in setting aside the writ of execution on the basis that the union erroneously filed a writ of execution instead of filing a writ of mandamus B. holding that a writ of execution under new jersey law is not an action against the consumer C. holding that a court may grant a writ of mandamus if 1 the petitioner demonstrates that he lacks an adequate alternative 2 the petitioner demonstrates a clear and indisputable right to the writ and 3 the court is convinced that issuing the writ is warranted D. holding that an execution may not run against the property of a political subdivision of the state and thus the only procedure available to a judgment creditor is the issuance of a writ of mandamus E. holding that to grant a writ of mandamus a court in the exercise of its discretion must be satisfied that the writ is appropriate under the circumstances

assistant: The best answer is A. holding that common pleas erred in setting aside the writ of execution on the basis that the union erroneously filed a writ of execution instead of filing a writ of mandamus
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: Developer shall advise all Other Members on or before the Severance Date of the conditions to the Severance Date Transactions set forth in Section 11.01(a) , and Developer shall disclose to PE Member the conditions to the Severance Date Transactions set forth in all Other Members’ development agreements (other than provisions relating to economic obligations of such Other Members) promptly after the execution of such development agreement or any amendment thereof.

assistant: Disclosures
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 Taxes that Seller is or was required by Legal Requirements to withhold, deduct, or collect have been duly withheld, deducted, and collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that Legislative Acts adjusting the burdens and benefits of economic life come to the Court with a presumption of constitutionality, and that the burden is on one complaining of a due process violation to establish that the legislature has acted in an arbitrary and irrational way. Usery v. Turner Elkhom Mining Co., 428 U.S. 1, 15, 96 S.Ct. 2882, 2892, 49 L.Ed.2d 752 (1976). See also, Concrete Pipe and Products of California, Inc. v. Construction Laborers Pension Trust for Southern California, 508 U.S. 602, 113 S.Ct. 2264, 124 L.Ed.2d 539 (1993) (upholding withdrawal liability under the Multiemployer Pension Plan Amendments Act of 1980 (MPPAA) against a substantive due process challenge); Connolly v. Pension Benefit Guaranty Corp., 475 U.S. 211, 106 S.Ct. 1018, 89 L.Ed.2d 166 (1986) (<HOLDING>); Pension Benefit Guaranty Corp. v. R.A Gray, Options: A. holding that statements within a firmly rooted hearsay exception do not violate the confrontation clause B. holding that the withdrawal liability provisions of the mppaa do not violate the taking clause C. holding the mandatory minimum sentencing provisions under 18 pacsa 7508 do not violate the equal protection clause D. holding that the mandatory life sentence provisions of 21 usc 841b1 do not violate the eighth amendment E. holding that the hearing provisions of the ina supersede the provisions of the apa

assistant: The best answer is B. holding that the withdrawal liability provisions of the mppaa do not violate the taking clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated on a Purchaser-by-Purchaser basis (i) by mutual consent between the Company and such Purchaser evidenced in writing and (ii) by such Purchaser or the Company if the Closing does not occur on or before August 1, 2016, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1 shall not have breached in any material respects its representations, warranties or covenants set forth in this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: WL 198445, at *5 (N.D.Ill. Feb.11, 2000) (denying plaintiffs motion to strike deponent’s errata sheet and permitting changes that were “made following ‘recollection refreshed by review of a document’ ”); Titanium Metals Corp. v. Elkem Mgmt., Inc., 191 F.R.D. 468 (W.D.Pa.1998) (rejecting Greenway and stating that courts generally allow deponents to make material changes to prior deposition testimony); Innovative Mktg. & Tech., L.L.C. v. Norm Thompson Outfitters, Inc., 171 F.R.D. 203, 205 (W.D.Tex.1997) (rejecting defendants’ argument that Rule 30(e) only allows “the correction of stenographer/court reporter typographical errors,” calling “[s]uch a reading of the rule ... too narrow”); Hlinko v. Virgin Atl. Airways, No. 96 Civ. 2873(KMW)(THK), 1997 WL 68563 at *2 (S.D.N.Y. Feb. 19, 1997) (<HOLDING>); Lugtig, 89 F.R.D. at 641 (denying motion to Options: A. holding that in order to state a claim for ineffective assistance of counsel based on the failure to call a witness to testify the claimant must allege 1 the identity of the potential witness 2 that the witness was available to testify at trial 3 the substance of the witnesss testimony and 4 an explanation of how the omission of the testimony prejudiced the case B. holding that cjourts generally construe rule 30e broadly to permit any changes to the deposition even those having the effect of contradicting the original answers regardless of how unconvincing the deponents explanation for making the changes might be C. holding that courts should liberally construe the requirements of rule 3 D. holding that rule 30e allowed deponent to change the substance of his answers but reconvening the depositions for the limited purpose of inquiring into the reasons for the changed answers and where the changes originated E. holding that plaintiff entitled to recover for changes not incorporated into contract under theory of breach

assistant: The best answer is B. holding that cjourts generally construe rule 30e broadly to permit any changes to the deposition even those having the effect of contradicting the original answers regardless of how unconvincing the deponents explanation for making the changes might be
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Seller or Buyer or Principal without the prior written consent of Principal, Seller and Buyer. Notwithstanding the immediately preceding sentence, without the prior written consent of Seller, each of Buyer and its permitted assigns may at any time, in its sole discretion, assign, in whole or in part, (a) its rights and obligations pursuant to this Agreement and the other Transaction Documents to one or more of its Affiliates; (b) its rights under this Agreement and the other Transaction Documents for collateral security purposes to any lender providing financing to Buyer, the Company, such permitted assign or any of their Affiliates and any such lender may exercise all of the rights and remedies of Buyer or such permitted assign hereunder and thereunder; and (c) its rights under this Agreement and the other Transaction Documents, in whole or in part, to any subsequent purchaser of Buyer, the Company, such permitted transferee or any of their divisions or any material portion of their assets (whether such sale is structured as a sale of stock, sale of assets, merger, recapitalization or otherwise). Notwithstanding anything contained in this Section 8.3 , no assignment permitted by this Agreement shall release Buyer from any of its obligations contained herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will (i) execute any Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 8-K as described in Section 4.6 and (ii) execute any Short Sales of the Common Stock from the date hereof until the earlier of (x) 5 month anniversary of the date hereof and (y) the date that the Note is no longer outstanding (provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion or Notice of Exercise is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale) (a “ Prohibited Short Sale ”). The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the Form 8-K as described in Section 4.6, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 8-K as described in Section 4.6, (ii) except for a Prohibited Short Sale, no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 8-K as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the Form 8-K as described in Section 4.6. Notwithstanding the foregoing, in the case of the Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

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: v. Bristol Lodge Corp., No. CIV.A. 01-612, 2002 WL 31859434, at *5 (II) (A) (E.D. Pa. 2002) (excluding proffered expert testimony regarding alleged deficiencies in security measures when witness “cite[d] to no industry standard for his opinions on the requisite necessities for adequate security” and did not “provide any explanation that could be tested or subjected to peer review as to how he has reached these opinions”); Newell v. Best Sec. Sys., Inc., 560 So2d 395, 397 (Fla. Dist. Ct. App. 1990) (upholding exclusion of expert testimony as to “propriety of security measures taken in light of the prior criminal activity in the area” when the opinion was not based upon valid underlying data). 16 See Ga. Bldg. Servs., Inc. v. Perry, 193 Ga. App. 288, 290 (1) (a) (387 SE2d 898) (1989) (<HOLDING>). 17 See id. (holding that trial court abused Options: A. holding trial court acted within its discretion in excluding expert testimony B. holding that trial court erred in excluding material testimony when court misapprehended partys awareness of witness C. holding that the trial court had erred by excluding the expert testimony of a doctor D. holding that a district court did not abuse its discretion in excluding the testimony of a witness that was not highly probative E. holding that a trial court abused its discretion by excluding the testimony of an expert witness where the testimony would have been relevant to show that the defendant breached a duty of care

assistant: The best answer is B. holding that trial court erred in excluding material testimony when court misapprehended partys awareness of witness
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 will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law (including Environmental Laws) with respect to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Restricted Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to court. Porter, 122 S.Ct. at 988. In the instant case, Indelicato was required to seek administrative relief under the BOP’s four-step Administrative Remedy Program (the “ARP”). Under the ARP, an inmate must first attempt to informally resolve his claims. See 28 C.F.R. § 542.13(a); Second, if dissatisfied with the informal resolution, the inmate must use a designated form to submit a written “Administrative Remedy Request” to the Warden within twenty days of the events triggering the complaint. See 28 C.F.R. § 542.14(a). Third, if the formal request is denied, the inmate must appeal to the appropriate BOP Regional Director. See 28 C.F.R. § 15(a). Finally, an inmate mu itute a denial of remedies. See M.F. v. Reish, No. 95 Civ. 4904, 1996 WL 221601, at *3, n. 4 (S.D.N.Y. May 1, 1996) (<HOLDING>). In the instant case, it appears that Options: A. holding that a plaintiff has exhausted his administrative remedies when his claim is deemed denied because of failure of administrator to respond in a timely manner B. holding that administrative remedies must be exhausted prior to filing a claim in court C. holding that a plaintiff who failed to file a step two form had not exhausted his administrative remedies and noting that the proper procedure after being denied step two forms is to complain to the general counsel D. holding that a texas prisoner who had not exhausted his clearly available administrative remedies was properly denied habeas relief in the district court E. holding that the commissioners failure to consider one impairment at step two could not constitute reversible error where the commission found at step two that the plaintiffs other conditions were severe and therefore proceeded to step three in the evaluation process

assistant: The best answer is C. holding that a plaintiff who failed to file a step two form had not exhausted his administrative remedies and noting that the proper procedure after being denied step two forms is to complain to the general counsel
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, this Award Agreement, and all determinations made and actions taken pursuant thereto and her eto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Gardner v. Black, 217 N.C. 573, 9 S.E.2d 10, 11 (1940). To recover on the s recognize that they owe a duty to take reasonable steps to prevent their animals from running at large; however, they argue that they did not breach this duty. The Poes do not dispute that the Lollars sustained loss or injury as a result of Ms. Lollar’s collision with their horse on the state highway. The Lollars’ evidence that the Poes knew that one of their horses had gotten out of the pasture on prior occasions creates a genuine issue of material fact as to whether the Poes had negligently failed to take reasonable steps to prevent the horse from escaping and running at large. A review of cases from other jurisdictions supports this holding. See Oliver v. Jones, 239 Ark. 572, 393 S.W.2d 248 (1965) (<HOLDING>); Woolstrum v. Mailloux, 141 Cal.App.3d Supp. Options: A. holding that complaint on appeal must be the same as that presented in the trial court B. holding a defendant was entitled to a directed verdict when none of the evidence presented by the state placed the defendant at the crime scene and the jury was left to speculate as to the defendants guilt C. holding that the burden is on the plaintiff D. holding that at the summary judgment stage there must be sufficient evidence on which the jury could find for the plaintiff E. holding that the plaintiff who sustained damages when his automobile collided with a calf owned by the defendant presented sufficient evidence that the owner was negligent in allowing a calf to be on highway to take the case to the jury on the issue of negligence where the plaintiff presented evidence that others on earlier occasions had seen the owners cattle on the highway at or near the place of the mishap

assistant: The best answer is E. holding that the plaintiff who sustained damages when his automobile collided with a calf owned by the defendant presented sufficient evidence that the owner was negligent in allowing a calf to be on highway to take the case to the jury on the issue of negligence where the plaintiff presented evidence that others on earlier occasions had seen the owners cattle on the highway at or near the place of the mishap
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 is a corporation duly organized and validly existing under the laws of Florida. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, as required by the Exchange Act. From and after the issuance of such Current Report, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such current report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate.

assistant: Publicity
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: I will not say or write, in any forum or using any medium, anything that is disparaging, negative or unfavorable about the Company or its business, employees or prospects, except as permitted under applicable law.

assistant: Non-Disparagement
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: Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the performance by the Borrower of its obligations thereunder will (a) violate the Borrower’s or any Material Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, (b) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries or (c) contravene the provisions of any indenture, instrument or agreement to which the Borrower or any of its Material Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except, only in the case of this clause (c) , for any such violations, contraventions or defaults which, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that Denton “maintained a claim” for the unlawful entry and search of his home. Denton moved to dismiss the appeal for lack of jurisdiction. We took Denton’s motion with the case. II. ANALYSIS A. Fourth Amendment violation Rievley argues that the district court erred in denying him summary judgment on the claim that he arrested Denton inside his home without a warrant in violation of the Fourth Amendment. He claims that, even construing the facts in the light most favorable to Denton, the arrest occurred outside of Denton’s home. We lack jurisdiction to review the issue because the district court’s decision to proceed to trial is not a “final judgment” but rather a ruling on “evidence sufficiency.” Johnson v. Jones, 515 U.S. 304, 313, 115 S.Ct. 2151, 132 L.Ed.2d 238 (1995) (<HOLDING>). B. Qualified immunity Rievley seeks to avoid Options: A. holding that it may not B. holding an order denying a motion for summary judgment is interlocutory and not appealable C. holding that a summary judgment order determining only a question of evidence sufficiency ie which facts a party may or may not be able to prove at trial is not immediately appealable D. holding that a defendant entitled to invoke a qualified immunity defense may not appeal a district courts summary judgment order insofar as that order determines whether or not the pretrial record sets forth a genuine issue of fact for trial E. holding that a portion of a district courts summary judgment order that determines which facts a party may or may not be able to prove at trial is not appealable

assistant: The best answer is E. holding that a portion of a district courts summary judgment order that determines which facts a party may or may not be able to prove at trial is not appealable
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: 73 . This court need not consider the reasonableness of the exercise of jurisdiction because of its holding regarding Dish’s insufficiency of contacts with Massachusetts. See Cossaboon, 600 F.3d at 39 n. 7 (citing Sandstrom, 904 F.2d at 89). 74 . Mem. Defs.’ Mot. Dismiss, 7-9 [# 26], 75 . Lambert v. Kysar, 983 F.2d 1110, 1116 n. 10 (1st Cir. 1993). 76 . Silva v. Encyclopedia Britannica, Inc., 239 F.3d 385, 386 (1st Cir.2001) (quoting The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972)); see also The Bremen, 407 U.S. at 15, 92 S. ., 975 F.Supp. 170, 176 (D.P.R.1997) (explaining that mandatory terms include "shall,” "exclusive,” "only,” and "must”); Perez-Llantin v. Sea Star Line, LLC, No. 06-1406CCC, 2006 U.S. Dist. LEXIS 46262, at *2-3 (D.P.R.2006) (<HOLDING>). 84 . 1st Am. Compl., Ex. B [# 15], 85 . See Options: A. holding that a forumselection clause may be enforced under rule 12b3 as a motion to dismiss on the basis of improper venue B. holding that a forumselection clause was mandatory where it stated that for any action brought to enforce such terms and conditions venue shall lie exclusively in clark county washington C. holding that venue in the district identified in 9 was mandatory D. holding that remand to state court was appropriate where mandatory forumselection clause placed venue in a specified county of the state E. holding that a forumselection clause was mandatory because it provided for exclusive jurisdiction and venue in a particular court

assistant: The best answer is E. holding that a forumselection clause was mandatory because it provided for exclusive jurisdiction and venue in a particular court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: In the event that the Receiving Party or any of the Receiving Party’s Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information or Discussion Information, the Receiving Party will provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may in its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of the Receiving Party’s Representatives are nonetheless, in the written opinion of outside legal counsel, legally compelled to disclose Confidential Information or Discussion Information to any tribunal, the Receiving Party or the Receiving Party’s Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information or Discussion Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party will use the Receiving Party’s reasonable best efforts to preserve the confidentiality of the Confidential Information and the Discussion Information, including by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and the Discussion Information by such tribunal; and provided further that the Receiving Party will promptly notify the Disclosing Party of (i) the Receiving Party’s determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

assistant: No
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 contract inte egistration agreement is unenforceable because it constitutes an illegal contract of adhesion. See Hauenstein & Bermeister, Inc. v. Metr-Fab Indus., Inc., 320 N.W.2d 886, 891 (Minn.1982) (concluding forum selection clauses in contract of adhesions are unreasonable, in part, because they are product of unequal bargaining power). In determining whether an arbitration agreement constitutes an invalid contract of adhesion, we examine the sophistication of the parties, the circumstances surrounding the execution of the agreement, and the burden arbitration places on the complaining party. Brown v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 664 F.Supp. 969, 974 (E.D.Pa.1987). There is a strong federal policy in favor of enforcing arbitration agre p. 861, 867 (D.Minn.1997) (<HOLDING>). Ottman also argues the U-4 registration Options: A. holding that the evidence was sufficient for the jury to find that an oral agreement existed and that it was not modified B. holding that in employment dispute where corporate subsidiary no longer existed at the time arbitration complaint was filed the plaintiff was bound to arbitrate with the parent company that survived C. holding that the trial court must determine whether an agreement to arbitrate was reached when several contracts the subject of a class action allegedly did not contain an arbitration provision D. holding where plaintiff was successful sales person court not persuaded that plaintiff was coerced defrauded or was under duress because told to sign on x of form u4 without allegedly reading its contents and valid agreement to arbitrate existed E. holding that an agreement to arbitrate before a beth din is enforceable under the colorado uniform arbitration act as long it is not unconscionable and did not result from duress

assistant: The best answer is D. holding where plaintiff was successful sales person court not persuaded that plaintiff was coerced defrauded or was under duress because told to sign on x of form u4 without allegedly reading its contents and valid agreement to arbitrate existed
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: Keep its insurable properties adequately insured at all times by financially sound and reputable insurers (which may include captive insurers), and maintain such other insurance or self insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies similarly situated and in the same or similar businesses.

assistant: Insurances
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 provided under this Agreement, the Participant’s right to exercise the Option shall vest in accordance with the Vesting Schedule set forth in the Grant Notice (each, a “ Vesting Date ”); provided , however , that the Participant is employed as Chief Executive Officer through the applicable Vesting 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 case excerpt and choose the best holding from the options. Case excerpt: deficiencies as to Mason. We overrule appellant’s second issue. Conclusion We affirm the judgment of the trial court. 1 . Tex. Civ. Prac. & Rem.Code Ann. § 74.351 (Vernon 2011). 2 . Defendants asserted that all of Haskell's claims were, in fact, health-care-liability claims governed by section 74.351 of the Civil Practice and Remedies Code. Haskell disputed this assertion. The trial court, however, determined that all of Haskell’s claims were health-care-liability claims and were governed by section 74.351. Haskell has not challenged this determination on appeal. Accordingly, for purposes of this appeal, we assume without deciding that Haskell’s claims are governed by section 74.351. See Zamarron v. Shinko Wire Co., 125 S.W.3d 132, 139 (Tex.App.-Houston [14th Dist.] 2003, pet. denied) Options: A. recognizing that we lack jurisdiction to consider issues not raised in the parties briefs B. holding that issues not clearly raised in initial briefs are considered abandoned C. holding that the court of appeals is without jurisdiction to consider points not squarely raised before the bia D. holding courts do not consider points not raised in briefs E. holding that where issues are not properly raised and developed in briefs a court will not consider the merits thereof

assistant: The best answer is D. holding courts do not consider points not raised in briefs
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: has been met and that FGS’s complaint states a claim upon which relief can be granted. DISCUSSION A. Lack of Subject Matter Jurisdiction The main contention upon which the government bases its motion to dismiss is that this Court lacks subject matter jurisdiction. The government motion is made pursuant to Fed.R.Civ.P. 12(b)(1). FGS has invoked three separate bases upon which this Court’s subject matter jurisdiction is founded: the Federal Tort Claims Act, 25 U.S.C. § 450m-1, and-Pub.L. No. 101-512, § '314. A motion to dismiss based on lack of subject matter jurisdiction's an argument that the Court lacks the power to hear the class of cases to which the plaintiffs claim belongs. See Continental Cablevision, Inc. v. United States Postal Serv., 945 F.2d 1434, 1437-38 (8th Cir.1991) (<HOLDING>). Therefore, if the claims of FGS fall within a Options: A. holding that a federal court may adjudicate claims for which there is no independent basis for subject matter jurisdiction if the nonjurisdictional claims are related to other claims for which the does have jurisdiction B. holding that subject matter jurisdiction relates to whether a plaintiffs claim falls within a class of claims which a court is empowered to hear C. holding that the district court had subject matter jurisdiction to hear the petitioners collateral attack under 1331 D. holding if a plaintiffs claim is concerned with rights created within the contractual relationship it falls within the tucker act E. holding that the district court was not divested of subject matter jurisdiction upon the dismissal of the plaintiffs federal claims

assistant: The best answer is B. holding that subject matter jurisdiction relates to whether a plaintiffs claim falls within a class of claims which a court is empowered to hear
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 and all notices or other communications or deliveries to be provided by the Lender hereunder, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Borrower, at the address set forth above, or such other facsimile number, email address, or address as the Borrower may specify for such purposes by notice to the Lender delivered in accordance with this Section 6(a). Any and all notices or other communications or deliveries to be provided by the Borrower hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to each Lender at the following facsimile number or email address or address of the Lender at 122 East 42 nd Street, New York, New York 10017. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (iii) the next Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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 Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in addition to granting us the rights mentioned in the previous paragraph , you also grant us a license to create derivative works from , promote , exhibit , broadcast , syndicate , sublicense , publicly perform , and publicly display content submitted to live , local , or any other crowd-sourced services in any form and in any and all media or distribution methods ( now known or later developed ) .

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: Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be determined by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable after the expiration of 10 years from the Grant Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contract, Kellogg Caribbean was an indispensable party. In the case under review, the original and amended complaints alleged only state-law claims, observed that DCC was a Delaware corporation and Rivera a Puerto Rican resident, and thus properly invoked the district court’s diversity jurisdiction. However, intervenors Coachman and Olympic Mills, were, like DCC, Delaware corporations, and entered as (nondiverse) party defendants. Because the parties, on appeal at least, do not assign error to the intervention of Coachman and Olympic Mills per se, we proceed directly to the Rule 19(b) analysis to determine whether that intervention divested the district court of subject-matter jurisdiction. See Kellogg, 440 F.3d at 547; cf. Metro. Life Ins. Co. v. Ditmore, 729 F.2d 1, 9 (1st Cir.1984) (<HOLDING>). 2. Indispensability. This task requires us to Options: A. recognizing rule B. holding that an individual union member could not be deemed to be adequately represented by the secretary of labor for purposes of his right to intervene under fedrcivpr 24a C. holding under prior rule regarding joinder that royalty owners under the other lease contracts in a unitized block are necessary parties to suit under prior version of rule 39 D. recognizing the right to intervene in cases like this E. holding that a necessary party under rule 19a would be entitled a priori to intervene as of right under rule 24a

assistant: The best answer is E. holding that a necessary party under rule 19a would be entitled a priori to intervene as of right under rule 24a
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: Use the proceeds of the Loans, and the Letters of Credit as described in the Preliminary Statements to this Agreement; and not use or permit any proceeds of any Loan to be used, either directly or, to the knowledge of the Company, indirectly, (a) for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock or (b)(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that would result in the violation of any Sanctions applicable to any party hereto.

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: Comply, and cause each Major Subsidiary to comply, in all material respects, with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, complying with ERISA and paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith), noncompliance with which would materially adversely affect the financial condition or operations of Mondelēz and its Subsidiaries taken as a whole.

assistant: Compliance With Laws