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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as previously disclosed to the other parties hereto, the Company has filed all reports required to be filed by it under the Exchange Act including pursuant to Section 13(a) or 15(d) thereof, for the prior two fiscal years (the foregoing filed materials (together with any materials filed by the Company under the Exchange Act, whether or not required), collectively referred to herein as the “SEC Reports”). The Company has made available to Assignor, the Assignees or their respective representatives true, correct and complete copies of the SEC Reports. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company contained in the SEC Reports comply in all materials respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted principles of good accounting practice in the United States, consistently applied during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all materials respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the period then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: because of [the dealer’s] precarious financial condition .... ... [W]e decline to hold BMW/NA negligent and liable for damages since it could not reasonably have anticipated the crimes committed by [the dealer’s] principal, Eichler. Although BMW/NA may have been aware of [the dealer’s] shaky financial condition, that knowledge alone gave BMW/NA no cause reasonably to anticipate that Eichler would either engage in any criminal activity or that he would abscond with customer funds. In fact, no amount of supervision by BMW/NA would have enabled it to foresee Eichler’s thievery. Id. In other cases involving the franchisors of automobile dealerships, the courts have reached similar results. See Colson v. Maghami, No. CV 08-2150-PHX-MHM, 2010 WL 2744682, at *9-10 (D.Ariz. July 9, 2010) (<HOLDING>); DaimlerChrysler Motors Co., LLC v. Clemente, Options: A. holding that owners and officers of automobile dealership who were neither consumers nor competitors in automobile market lacked standing to bring antitrust action against automobile manufacturer B. holding that a franchisor had no duty to supervise its automobile dealership or to warn a customer of the dealership who paid a substantial deposit for a limited edition lamborghini reventon and who did not receive either the car or the return of his deposit C. holding that an automobile dealership had no duty to prevent the misconduct of the executives of another company who misappropriated company funds to make the purchase of several automobiles from the dealership D. holding that where no evidence was designated to show that a car buyer knew that a sale violated the rights of the dealership that owned the car the buyers were buyers in the ordinary course of business for purposes of indcode 26112019 E. holding that a car dealership could be held vicariously liable for the intentional tort of its employee who shot out the tires of the plaintiffs truck during a repossession attempt

assistant: The best answer is B. holding that a franchisor had no duty to supervise its automobile dealership or to warn a customer of the dealership who paid a substantial deposit for a limited edition lamborghini reventon and who did not receive either the car or the return of his deposit
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: court observed, the Tribe failed to articulate how a court can determine "which subsets of gaming lawsuits fall within a federal court’s jurisdiction.” Appellant's Br. at Addendum, Mem. Op. at 12. 6 . Several courts have also distinguished Ross and Maxam by refusing to find a waiver of sovereign immunity when, although gaming was generally at issue in the case, the specific action asked the court to determine tribal membership, a subject which has traditionally been exclusively within a tribe's domain. See Lincoln v. Saginaw Chippewa Indian Tribe of Michigan, 967 F.Supp. 966, 967 (E.D.Mich.1997) ("[Tjhis court finds that it lacks jurisdiction to hear what is essentially a membership dispute between Plaintiffs and the Tribe.”); Smith v. Babbitt, 875 F.Supp. 1353, 1360 (D.Minn.1995) (<HOLDING>), aff'd, 100 F.3d 556 (8th Cir.1996), cert. Options: A. holding that federal court lacks jurisdiction to decide tribal membership disputes B. holding that acoma tribal law was the law of the place because the tribal court could have jurisdiction over the plaintiffs claim C. holding that the court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute D. holding that it lacked jurisdiction over an internal tribal membership disputen which was not a dispute over compliance with igra and does not belong in federal court E. holding over

assistant: The best answer is D. holding that it lacked jurisdiction over an internal tribal membership disputen which was not a dispute over compliance with igra and does not belong in federal 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: Read the legal provision and list the applicable contract clause categories. Provision: Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Executive, at the Executive’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

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 case excerpt and choose the best holding from the options. Case excerpt: and with gross negligence ... describes conduct that ‘by its nature, presents a serious potential risk of injury to another.’ ” Farnsworth, 92 F.3d at 1009 (quoting USSG § 4B1.2, cmt. n. 2.); see also United States v. Lucio-Lucio, 347 F.3d 1202, 1207 (10th Cir.2003) (summarizing Farnsworth as holding “[gjrossly negligent driving while intoxicated self-evidently posed ‘a serious potential risk of physical injury to another’ ”) (quoting USSG § 4B1.2(a)(2)). We see no reason to depart from this interpretation. Finally, Moore does point out that several recent cases have held that DUI offenses are not crimes of violence; however, these cases address very different “crime of violence” definitions. E.g., Leocal v. Ashcroft, — U.S. -, -, -, 125 S.Ct. 377, 379, 382, 160 L.Ed.2d 271 (2004) (<HOLDING>); Lucio-Lucio, 347 F.3d at 1204, 1205-06 (10th Options: A. holding dui causing serious bodily injury is not a crime of violence under 18 usc 16 B. holding that sexual assault of a child qualified as crime of violence under 18 usc 16 C. holding that kidnapping is a crime of violence which involves a serious potential risk of injury under 18 usc 924 D. holding that it was a double jeopardy violation to convict and sentence for both dui with serious bodily injury and driving without a valid license with serious bodily injury based on an injury to a single victim E. holding that the categorical approach applies to the identical definition of crime of violence in 18 usc 16

assistant: The best answer is A. holding dui causing serious bodily injury is not a crime of violence under 18 usc 16
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 respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and JPMorgan contained in this Agreement or made by or on behalf of the Company, the Guarantors or JPMorgan pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or JPMorgan.

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 legal provision and list the applicable contract clause categories. Provision: Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives to the extent such parties require such information in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.1.1 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, each of the Administrative Agent and the Lenders may disclose the existence of this Agreement and the information about this Agreement to service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if we find that any shared content in your account violates our terms of service ( including by violating another person 's intellectual property or privacy rights ) , we reserve the right to un-share or take down such content .

assistant: Content removal
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 by the Committee in the grant of a SAR, if the Grantee’s employment or service with the Corporation is terminated because of the Disability of the Grantee, the SAR, to the extent unexercised and exercisable on the date on which the Grantee’s employment or service terminated, may be exercised by the Grantee (or the Grantee’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Grantee’s service terminated, but in any event not later than the stated expiration date of the SAR.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the completion of the Performance Period and the Participant has not incurred a Termination of Service prior to such Change in Control, the Restrictions shall lapse with respect to a number of the Class A Units equal to the sum of (A) the number of Base Units which would be Performance Vested Base Units (if any) assuming the completion of the Performance Period as of the date of the Change in Control (such number of Base Units, the “ CIC Base Units ”), plus (B) the Distribution Equivalent Units (calculated with respect to the CIC Base Units), and such Class A Units shall, immediately prior to such Change in Control, become fully vested. Any Class A Units that do not become fully vested in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Change in Control without payment of any consideration therefor, and the Participant shall have no further right to or interest in such Class A Units.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: please click on the relevant link to view the menus on our service , and then click on your chosen menu which will provide you with the option to submit your order to your chosen partner restaurant .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and exit. The employee’s actual knowledge of the dangerous condition is imputable to Hardee’s. Hardee’s also had constructive knowledge of the dangerous condition because it knew that the par 14, 165 S.W.2d 390, 393-94 (1942) (whether condition was so obvious that plaintiff was bound to see it and whether plaintiff was contributorily negligent in not observing it were both questions of fact for the jury’s consideration); Turcol v. Shoney’s Enterprises, Inc., 640 S.W.2d at 507-08. However, the facts and circumstances in a particular case may be so one-sided that the trial court can say, as a matter of law, that a dangerous condition was so open and obvious that the plaintiff knew or should have known of the danger and assumed the risk. See, e.g., Harris v. Niehaus, 857 S.W.2d at 226-27 (<HOLDING>); Hokanson v. Joplin Rendering Co., 509 S.W.2d Options: A. holding that an obvious joke told during an obvious comedy performance was not defamatory as a matter of law B. holding danger was so open and obvious to plaintiff that as a matter of law he knew or should have known of danger C. holding danger was not so obvious to invitee as to relieve defendant of liability as a matter of law D. holding that it may be decided as a matter of law E. holding as a matter of law that natural condition present was open and obvious to all who would encounter it

assistant: The best answer is E. holding as a matter of law that natural condition present was open and obvious to all who would encounter it
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: fire. Marley clearly was pursuing his own goals and was not in any way subject to control by Enterprise when he started the fire. Furthermore, it would be bizarre to hold that inasmuch as Enterprise was in the “business” of putting out fires, Marley furthered Enterprise’s functions by providing it with an opportunity to fight a fire. In this ease the defendants did not abuse their authority and Marley was a private actor when he caused the harm. 51 F.3d at 1151. Where the defendant’s state-derived authority places the defendant in a position of power over the plaintiff, however, and the defendant uses that power to improperly facilitate and commit the alleged unconstitutional conduct, the act is performed under color of state law. See Griffin v. City of Opa-Locka, 261 F.3d at 1304-05 (<HOLDING>); Whitney v. State of New Mexico, 113 F.3d Options: A. holding that claims against a city police chief in his official capacity were really claims against the city B. holding that citys enforcement of the entire state penal code would not constitute a city policy because the city was required to follow state law C. holding that a city manager was the final policymaker for purposes of section 1983 liability because of provisions in the norfolk city code requiring that all orders rules and regulations applicable to the entire police department must be approved by the city manager other than some police standard operating procedures D. 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 E. holding that city managers act of raping a woman that worked for him at the city was done under color of state law reasoning that he intervened with the citys police chief who had offered to give the plaintiff a ride home thus invokeing his authority as city manager to create the opportunity to be alone with the plaintiff to take her home and then to rape her

assistant: The best answer is E. holding that city managers act of raping a woman that worked for him at the city was done under color of state law reasoning that he intervened with the citys police chief who had offered to give the plaintiff a ride home thus invokeing his authority as city manager to create the opportunity to be alone with the plaintiff to take her home and then to rape her
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: O. Turner, Insurance Coverage of Construction Disputes § 39:3 (2d ed.), Westlaw (database updated June 2017). However, “[t]his distinction for contractors is part of the larger distinction between professional services which require specialized knowledge or training and involve the exercise of judgment and those services involved in the execution of a decision based on nonprofessional judgment.” Id. Land surveying requires intellectual assessments and the use of professional judgment .in comparison to a general construction task like putting up a wall, which involves manually implementing..an existing plan. Including land surveying as a professional service will not give this endorsement improper breadth. See Maine Mut. Fire Ins. Co. v. Tinker, 178 Vt. 522, 872 A.2d 360, 362 (2005) (<HOLDING>). [¶16.] We next address the scope of the word Options: A. holding that a claim of faulty workmanship that results in damage to property other than the work product is an accident and that a cgl policy is not intended to insure business risks that are the normal frequent or predictable consequences of doing business and which businesses can control and manage a cgl policy does not insure the insureds work itself rather it insures consequential damages that stem from that work as a result a cgl policy may provide coverage for claims arising out of tort breaches of contract and statutory liabilities as long as the requisite accidental occurrence and property damage are present B. holding nearly identical exclusion of any claim unambiguously operates to bar recovery of uim benefits under policy when driver is excluded C. holding that a policy exclusion applicable to any insured unambiguously barred coverage despite inclusion of severability clause D. holding that the drafting history of the sudden and accidental exception to the pollution exclusion clause of a cgl policy facilitated an interpretation of sudden to include unexpected E. holding the phrase rendering or failing to render any professional service unambiguously includes land surveying in a cgl policy exclusion

assistant: The best answer is E. holding the phrase rendering or failing to render any professional service unambiguously includes land surveying in a cgl policy exclusion
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 602 Pa. 346, 980 A.2d 502 (2009)). To ascertain the plaintiffs theory of liability, courts must examine the averments in the complaint. Id. at 105. ¶ 12 Regarding professional malpractice: Our Supreme Court retained privity (an attorney-client or analogous professional relationship, or a specific undertaking) as an element of proof necessary to maintain an action in negligence for professional malpractice. The only exception being a narrow class of third party beneficiaries under Restatement (Second) of Contracts § 302 where the intent to benefit is clear and the promisee (testator) is unable to enforce the contract. Cost v. Cost, 450 Pa.Super. 685, 677 A.2d 1250, 1253-54 (1996), appeal denied, 547 Pa. 727, 689 A.2d 233 (1997) (internal citations omitted). Accord Krauss, supra at 308 (<HOLDING>). If a complaint does not set forth a cause of Options: A. holding that plaintiffs could not sue attorneys for legal malpractice so long as underlying medical malpractice action out of which legal malpractice claim arose was still pending on appeal B. holding claims against attorney for legal malpractice must be asserted by attorneys actual client absent limited exception C. holding that there would be no exception to american rule on attorney fees for legal malpractice claims D. holding that attorneys sued for malpractice were entitled to assert thirdparty complaint for contribution and indemnification against subsequent attorney hired by client E. holding that debtors have no right to jury trial on malpractice claims against their attorneys

assistant: The best answer is B. holding claims against attorney for legal malpractice must be asserted by attorneys actual client absent limited exception
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: in their official capacities were barred by the Eleventh Amendment. As to Mayfield’s claims for damages against Johnson and Pierce in their individual capacities, the district court held that the two defendants were entitled to qualified immunity. The district court dismissed all claims against the TDCJ on sovereign immunity grounds. The TDCJ is an agency of the state, and as such is normally shielded from “suits by individuals absent [its] consent.” Frew ex rel. Frew v. Hawkins, 540 U.S. 431, 437, 124 S.Ct. 899, 157 L.Ed.2d 855 (2004). Mayfield does not challenge the district court’s dismissal of his claims against the TDCJ, and therefore has waived any contention that these claims should survive the district court’s judgment. See Longoria v. Dretke, 507 F.3d 898 (5th Cir.2007) (<HOLDING>). Still, sovereign immunity is subject to an Options: A. holding that arguments not raised in the opening brief are waived B. holding arguments not raised on appeal waived C. holding that prisoner waived first amendment claim because he failed to brief arguments on appeal D. 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 E. holding arguments not appropriately developed in brief are waived

assistant: The best answer is C. holding that prisoner waived first amendment claim because he failed to brief arguments on appeal
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 laws of the Commonwealth of Massachusetts will govern all questions concerning the relative rights of you and the Company and all other questions concerning the construction, validity and interpretation of this Agreement, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which other provisions will remain in full force and effect.

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: During the Employment Period, excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full working time, energy and attention, and his best efforts, abilities, experience and talent, to the performance of his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices by the Participant or the Participant’s successors or permitted assigns shall be addressed to ReWalk Robotics Ltd., Kochav Yokneam Building, Floor 6, P.O. Box 161, Yokneam Ilit 20692 Israel, Attention: [Chief Financial Officer], or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company's records.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: • you are a vimeo pro or vimeo business user , in which case you may use and access the vimeo service for commercial and non-commercial purposes , subject to compliance with the vimeo guidelines ; or

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: regarding Plaintiffs termination, Knights’ motion to dismiss Plaintiffs COBRA claim is denied without prejudice with leave to renew by motion for summary judgment at the close of discovery. B. Count II—ERISA Claims for Breach of Fiduciary Duty In Count II of the Complaint, Plaintiff alleges that Aetna is liable for five, and Knights liable for four, separate breaches of fiduciary duty under § § 502(a)(2) and 409(a) of ERISA, 29 U.S.C. §§ 1132(a)(2) and 1109(a). See Amended Compl., ¶¶ 91, 95, 97, 99, 109, 110, 113, 117. All of these alleged breach es of fiduciary duty seek extra-contractual damages that would be paid to Plaintiff, not the plan, so they are improper under ERISA. See Massachusetts Mut. Life Ins. Co. v. Russell, 473 U.S. 134, 144, 105 S.Ct. 3085, 87 L.Ed.2d 96 (1985) (<HOLDING>); see also Varity Corp. v. Howe, 516 U.S. 489, Options: A. holding that because an erisa plan is not a participant beneficiary or fiduciary subject matter jurisdiction did not exist under 502e of erisa over a suit brought by such a plan B. holding that plaintiff is a plan participant and he is seeking to recover for the plan as a whole these are the only requirements on the face of the statute itself C. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant D. holding that a plan participant or beneficiary may not recover extracontractual damages in an erisa suit for breach of fiduciary duty under 502a2 and 409a only the plan may recover damages in such cases E. holding that fiduciary could not be held personally liable to plan participant or beneficiary for extracontractual compensatory or punitive damages

assistant: The best answer is D. holding that a plan participant or beneficiary may not recover extracontractual damages in an erisa suit for breach of fiduciary duty under 502a2 and 409a only the plan may recover damages in such 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: entitled to bring [an] action ... is, at the time the cause of action accrues, within the age of minority or of unsound mind, the person may bring it within the [applicable time limitation], after the disability is removed.” The plaintiff before the court was of unsound mind at the time his cause of action accrued and remained so continuously thereafter. His legal guardians commenced a tort action which the defendants claimed was barred by the applicable statute of limitations, arguing that the plaintiffs disability had been removed by the appointment of his legal guardians. Cir.1985) (assuming that Missouri would apply the general rule that the appointment of a guardian has no effect on tolling); Wayne County Reg’l Educ. Serv. Agency v. Pappas, 56 F.Supp.2d 807, 815 (E.D.Mich.1999) (<HOLDING>); Desert State Life Mgt. Servs. v. Ass’n of Options: A. holding that appointment of guardian over incompetent adult does not remove legal disability so as to halt tolling and commence running of statute of limitations B. holding that under michigan law it is wellsettled that an individual with a mental disability is the beneficiary of the tolling statute even where his rights have been capably handled by a guardian or an attorney C. holding that where client was abandoned by attorney due to attorneys mental illness equitable tolling may be appropriate D. holding that where an individual is deprived of liberty or property interests in violation of article of the state declaration of rights he may enforce those rights by a common law action for damages E. holding that new yorks statute tolling statute of limitations during a period when a person is under a disability because of infancy is not terminated by acts of guardian or legal representative in taking steps to pursue claims on infants behalf

assistant: The best answer is B. holding that under michigan law it is wellsettled that an individual with a mental disability is the beneficiary of the tolling statute even where his rights have been capably handled by a guardian or an attorney
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to , or otherwise provide access to , the accommodation , excluding the host ( and the individuals the host invites to the accommodation , if applicable ) .

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: Each of AMYRIS and Company shall promptly notify the other in writing of any existing or threatened infringement or misappropriation by any Third Party of any AMYRIS Licensed IP licensed to Company under this Agreement, which infringement or misappropriation could reasonably be expected to have a material adverse effect on the ability of the Company or its designees to Make and/or Sell one or more JV Jet Products (“ Infringement ”) of which it becomes aware, and upon reasonable request (and subject to an applicable common interest agreement) shall provide all evidence in its possession demonstrating such Infringement (other than information that such Party is prevented from disclosing due to confidentiality or other similar obligations).

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 case excerpt and choose the best holding from the options. Case excerpt: this view, we agree. OTHER JURISDICTIONS Most jurisdictions recognize that absent unusual circumstances, the option to renew a lease must be exercised prior to the expiration of the lease. However provisions designating a time frame within which notice to renew must be given are strictly construed. See American Oil Co. v. Rasar, 308 S.W.2d at 490. When a lease requires the lessee to exercise the option “at the end of’ or “at the termination of’ the original lease, courts addressing the issue have adopted one of two views on the time frame for renewal. At least two courts have interpreted this language to require that the option be exercised before the expiration of the original lease. See Music Tree, Inc. v. Tallman Piano Store, Inc., 45 Or.App. 651, 608 P.2d 1228, 1230 (1980) (<HOLDING>); I.X.L. Furniture & Carpet Installment House Options: A. holding that the lease pro vision granting the lessee the option of constructing improvements did not make the construction the pith of the lease B. holding that the presumption of a yeartoyear holdover tenancy applies even if the original lease contained a renewal option if the tenant fails to affirmatively exercise the option C. holding that under an option requiring renewal at the expiration of the lease but providing no more specific time requirement the lessee had a reasonable time to exercise the option within the term of the lease D. recognizing that a lease providing for renewal at the termination of the lease did not require the lessee to exercise the option before the lease expired nor did it require renewal at the precise hour of termination but gave the lessee a reasonable time after the termination of the lease in which to make his election E. holding that an option to renew at the expiration of the original lease was effectively exercised because the lessees holding over without express notification of renewal was deemed an election to renew the lease

assistant: The best answer is C. holding that under an option requiring renewal at the expiration of the lease but providing no more specific time requirement the lessee had a reasonable time to exercise the option within the term of the lease
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: Act. Labor Management Relations Act (Taft-Hartley Act), Pub.L. 80-101, 61 Stat. 136 (1947). The amendments left intact the prohibition against discrimination based on union-membership status, but having found the closed shop susceptible to abuse, Congress outlawed it. See General Motors, 373 U.S. at 740-41, 83 S.Ct. 1453. Congress accordingly rewrote Section 8(3) — which it renumbered as Section 8(a)(3) — to permit only union-shop and agency-shop arrangements requiring union membership (or its equivalent) no earlier than 30 days after the start of employment. Id.; see also 29 U.S.C. § 158(a)(3). Gone was the language authorizing closed-shop agreements that made union-membership a condition of obtaining employment. See N.L.R.B. v. Local Union No. 55, 218 F.2d 226, 232 (10th Cir.1954) (<HOLDING>). But lest the Taft-Hartley Act’s detailed Options: A. holding that immunity agreements are analogous to plea agreements and are enforced under principles of contract law within the constitutional safeguards of due process B. holding that identical all agreements language this policy contains all of the agreements between the parties is an integration clause C. recognizing closed shop agreements were made illegal D. holding that agreements other than fullfledged collective bargaining agreements may be contracts within the meaning of 301 E. holding such agreements to be per se illegal

assistant: The best answer is C. recognizing closed shop agreements were made illegal
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 Subsidiary under whose payroll the Participant is registered shall have the right to deduct or withhold from the Performance Award or payroll of the Participant an amount sufficient to satisfy income taxes required by law to be withheld with respect to the vesting of, lapse of restrictions on, or payment of the Performance Award or to satisfy any applicable payroll deductions. The obligations of the Company under this Award Agreement will be conditioned on such arrangement and the Company or such Subsidiary will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. A Participant who is an officer or director subject to the provisions of Section 16 of the Exchange Act as of the date of the withholding requirement may satisfy the foregoing requirement by electing to have the Subsidiary under whose payroll the Participant is registered withhold from delivery shares of Company Stock in accordance with Section 12(b) of the Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Inc. v. NNR Global Logistics USA, Inc., No. 09-2202 (JRT/JJK), 2009 WL 4730330, at *4-5 (D.Minn. Dec. 4, 2009); Highland Supply Corp. v. Kurt Weiss Greenhouses, Inc., No. 08-859-GPM, 2009 WL 2365244, at *2 (S.D.Ill. April 28, 2009); TSR Silicon Res., Inc. v. Broadway Com Corp., No. 06 Civ. 9419(NRB), 2007 WL 4457770, at *4 (S.D.N.Y. Dec. 14, 2007). As a result, the comments and cases suggest that the answer to the question whether a forum-selection provision materially alters a contract under UCC section 2-207 is that it depends. In some instances, courts have considered the question of material alteration to be one for the jury, including the most recent case involving UCC section 2-207 from the Eighth Circuit. See BVS, Inc. v. CDW Direct, LLC, 759 F.3d 869, 872-73 (8th Cir.2014) (<HOLDING>). A court, however, cannot submit to the jury Options: A. holding that question of fact for the jury exists on whether warranty disclaimers materially altered the agreement and whether the course of dealing supplemented the agreement B. recognizing that whether a duty exists is a question of law for the courts C. recognizing that the critical question is whether any present violation exists D. holding that it was error for the court to enter a modified agreement which materially altered the agreement reached by the parties E. holding that whether a contract has been modified by subsequent oral agreement or course of dealing is a question of fact for the jury

assistant: The best answer is A. holding that question of fact for the jury exists on whether warranty disclaimers materially altered the agreement and whether the course of dealing supplemented the agreement
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: For purposes of determining the amount of distributions under this Section 5.4 , each Member shall be treated as having received amounts received by its predecessors in respect of any of such Member’s Units. Notwithstanding anything in this Agreement to the contrary, any transferee that receives Common Units shall be treated as if such transferee had received any Tax Loans previously advanced and currently outstanding with respect to such Common Units, including for purposes of Section 5.4(b)(ii)(C) .

assistant: Successors
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 any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any reason for Termination For Cause by the Company under paragraph IV.C.2(a) above, or by Executive in the case of a Constructive Termination, may be cured by Executive or the Company, as the case may be, then the Company or Executive, as applicable, shall first give a written notice to the other party (by mail, email, or fax, to the last known address of the recipient; said notice being deemed given, if by mail, as of the earlier of four (4) calendar days after mailing or the date when actually received, or, if by email or fax, when sent), specifying the reason for Termination For Cause or Constructive Termination, as applicable, and providing a period of thirty (30) calendar days to cure the fault or reason specified. Lacking such cure within said thirty (30) calendar days, or if the notified party earlier refuses to effect the cure, the Termination For Cause or Constructive Termination, as applicable, shall then be deemed effective. If such cure is so made, the Termination For Cause or Constructive Termination, as applicable, shall not then be deemed effective, but any later conduct of a similar nature constituting a reason for Termination For Cause or Constructive Termination, as applicable, shall allow the Company or Executive, as the case may be, the right to cause the Termination For Cause or Constructive Termination, as applicable, to become effective without need for any further period of time to cure. All communications shall be sent to the address as set forth on the signature page hereof, or to such other address as a party may designate by ten (10) calendar days’ advance written notice to the other party hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights and obligations of each Party under this Agreement will not be assignable, delegable, transferable, pledged or otherwise disposed of by either Party without the prior written consent of the other Party; provided , however , that either Party may assign or transfer this Agreement, without such consent (but with written notice to the other Party), (a) to an Affiliate or (b) to a Third Party that acquires all or substantially all of the business or assets of such Party or at least 50% of the combined voting power of such Party, whether by merger, consolidation, reorganization, acquisition, sale or otherwise. If this Agreement is assigned or transferred to an Affiliate, the assigning or transferring Party will remain responsible (jointly and severally) with such Affiliate for the performance of such assigned or transferred obligations. No assignment or transfer of this Agreement or a Party’s rights or obligations under this Agreement will be valid and effective unless and until the assignee agrees in writing to be bound by the terms and conditions of this Agreement.

assistant: Assignments