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: The Restricted Share Units awarded hereunder and the Shares (or the cash equivalent) subject to this Award may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner during the Restriction Period, which begins on the Date of Grant and ends with respect to a portion of the Restricted Share Units on the vesting dates specified in this Section 2, other than by the executor or administrator of the Participant’s estate in the event of the Participant’s death. The Restricted Share Units awarded hereunder and the Shares (or the cash equivalent) subject to this Award shall not be assignable by operation of law or subject to execution, attachment or similar process. Any attempted sale, pledge, assignment, hypothecation, transfer or other disposition of the Restricted Share Units or the Shares (or the cash equivalent) subject to this Award contrary to the provisions of this Agreement or the Plan and the levy of any execution, attachment or similar process upon the Restricted Share Units or Shares (or cash equivalent) shall be null and void and without force or effect. No transfer of the Restricted Share Units or the Shares (or the cash equivalent) subject to this Award by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished written notice thereof and an authenticated copy of the will and/or such other evidence as the Board may deem necessary to establish the validity of the transfer. The transfer to the executor or administrator of the Participant’s estate shall be binding upon the executors, administrators, heirs and successors of the Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Requirements of Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and will supersede all previous negotiations, commitments, and writings with respect to such subject matter, other than the Restrictive Agreements.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: she largely ignored obvious signs that her property was being used to grow marijuana plants. The fact that the occupant was Ms. Scott’s son does not relieve her of her duties as a landowner to take all reasonable steps to keep her property free of illegal activities. Such a bond certainly does not automatically entitle her to a jury trial on the question of the reasonableness of her actions. Denying the innocent owner defense to a landowner who failed to investigate thoroughly claims that her son grew drugs on the property, evict her son upon confirmation of those claims, or report such activities to police would be less harsh than what other courts have required of landowners. See, e.g., United States v. Two Parcels of Prop. Located at 19 & 25 Castle St., 31 F.3d 35, 40 (2d Cir.1994) (<HOLDING>); United States v. Sixty Acres in Etowah Options: A. holding that parents who feared drug lord retaliation notified police and pressed their children to enter rehabilitation consented as a matter of law to their childrens drug activity because they did not search the premises for drugs and did not evict their children B. holding that although parents have a fundamental right to the care and custody of their children they have no fundamental right to allocate support to their children as they see fit C. recognizing that because the state has cognizable interests in the safety of children in its jurisdiction neglectful parents may be separated from their children D. holding that the governments interest in the welfare of children embraces not only protecting children from physical abuse but also protecting childrens interest in the privacy and dignity of their homes and in the lawfully exercised authority of their parents E. recognizing fundamental right of parents to care for their children

assistant: The best answer is A. holding that parents who feared drug lord retaliation notified police and pressed their children to enter rehabilitation consented as a matter of law to their childrens drug activity because they did not search the premises for drugs and did not evict their children
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: 530 U.S. 211, 224, 120 S.Ct. 2143, 147 L.Ed.2d 164 (2000); Lockheed Corp. v. Spink, 517 U.S. 882, 890, 116 S.Ct. 1783, 135 L.Ed.2d 153 (1996). It is well established in this Court’s cases that an employer’s decision whether to terminate an ERISA plan is a settlor function immune from ERISA’s fiduciary obligations. See, e.g., ibid.; Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 78, 115 S.Ct. 1223, 131 L.Ed.2d 94 (1995). And because “deeision[s] regarding the form or structure” of a plan are generally settlor functions, Hughes Aircraft Co., 525 U.S., at 444, 119 S.Ct. 755, PACE acknowledges that the decision to merge plans is “normally [a] plan sponsor decisio[n]” as well. Brief for Respondents 13, n. 5, 20-21; see also Malia v. General Electric Co., 23 F.3d 828, 833 (C.A.3 1994) (<HOLDING>). But PACE says that its proposed merger was Options: A. holding that a state law requiring benefit plans to include minimum benefits related to erisa plans B. holding that a termination of an erisa plans benefits must be based upon the plans terms and language C. holding that certain fiduciary duty claims did not arise out of the underlying contractual provisions D. holding that employers decision to merge plans did not invoke the fiduciary duty provisions of erisa E. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans

assistant: The best answer is D. holding that employers decision to merge plans did not invoke the fiduciary duty provisions of erisa
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 has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, 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 Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material 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 periods then ended, subject, in the case of unaudited statements, to normal, immaterial, 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: service. But we are not at all certain that legislative action is required. Section 29 — 101.99(e)(2) of the D.C.Code, cited by neither party, provides that “[w]henever any foreign corporation does not have an agent for service of process ... the Mayor shall be the agent for service of process for the corporation.” Although on its face this section appears to close the loophole identified by Gorman, we need not determine whether service upon the Mayor would have been sufficient to bring Ameritrade within the jurisdiction of the district court because Gorman never attempted to make such service. IV Ameritrade is quite wrong in treating “cyberspace” as if it were a kingdom floating in the mysterious ether, immune from the jurisdiction of earthly courts. Never 3d 883, 892 (6th Cir.2002) (<HOLDING>); Neal v. Janssen, 270 F.3d 328, 332 (6th Options: A. holding exchange of information unnecessary due to changes in the agencys requirements and passage of time B. holding that the plaintiff must demonstrate that defendants contacts with the united states as a whole support the exercise of jurisdiction consistent with the constitution and laws of the united states C. holding that defendants act of threatening bank customers who otherwise simply watched defendants rob the bank constituted aggravated menacing rather than robbery D. holding that in a military criminal trial the governments use of classified information without permitting the defendant or his lawyers to view the information did not violate the defendants due process rights E. holding that a defendants contact with michigan customers through the mail and the wires where it constitute the doing of business there rather than simply the exchange of information rendered the assertion of specific jurisdiction consistent with due process

assistant: The best answer is E. holding that a defendants contact with michigan customers through the mail and the wires where it constitute the doing of business there rather than simply the exchange of information rendered the assertion of specific jurisdiction consistent with due process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the provisions of a change in control agreement made by and between the Executive and the Company on the date hereof (which change in control agreement sets forth the rights of the Executive upon the occurrence of a change in control as defined therein (such agreement being hereinafter the “Change in control Agreement”)), this Agreement contains the entire agreement between the Company and the Executive with respect to the subject matter hereof, supersedes all prior agreements, promises, covenants, arrangements and communications between the Executive and the Company. For the avoidance of doubt, if, following a Change in Control (as defined in the Change in Control Agreement) the Executive’s employment is terminated by the Company under circumstances which, under the terms of the Change in Control Agreement, constitute a Double Trigger Event (as defined in the change in Control Agreement), the Executive shall not be entitled to the payments provided for by this Agreement upon the occurrence of a termination of the Executive’s employment by the Company without Cause or by the Executive for a Good Reason and, instead, the terms of the Change in Control Agreement shall govern the rights of the Executive to payment on the occurrence of any such without Cause or Good Reason termination of the Executive’s employment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Escrow Agent and any bank at which the Escrow Agent maintains the Class Settlement Cash Escrow Account for the purposes of this Amended and Restated Escrow Agreement shall at all times be a bank, savings and loan association, and/or trust company in good standing, organized and doing business under the laws of the United States or a State of the United States, having assets of not less than twenty-five billion dollars ($25,000,000,000). The Escrow Agent shall be authorized under such laws to enter into and perform this Amended and Restated Escrow Agreement, and shall be unrelated to and independent of the Rule 23(b)(3) Class Plaintiffs and the Defendants within the meaning of Treasury Regulations § 1.468B-1(d) and § 1.468B-3(c)(2)(A). If the Escrow Agent at any time ceases to have the foregoing qualifications, the Escrow Agent shall give notice of resignation to the other Parties and a qualified successor escrow agent shall be appointed in accordance with Section 14 of this Amended and Restated Escrow Agreement.

assistant: Qualifications
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: Burlington N., 548 U.S. at 68, 126 S.Ct. 2405. Taking Stone’s allegations as true, Lockley retaliated against Stone by hindering her professional development, impeding her physical transfer to a new office, and limiting her telecommuting privileges once she arrived in Houston. Especially in light of the less stringent standards applied to pro se pleadings, this is enough to state a claim for retaliation. Cf. Burlington N., 548 U.S. at 69, 126 S.Ct. 2405 (“[T]o retaliate by excluding an employee from a weekly training lunch that contributes significantly to the employee’s professional advancement might well deter a reasonable employee from complaining about discrimination.”); Rodriguez-Vives v. Puerto Rico Firefighters Corps of Puerto Rico, 743 F.3d 278, 285 (1st Cir.2014) (<HOLDING>); Crawford v, Carroll, 529 F.3d 961, 974 (11th Options: A. holding that conduct was sufficiently severe or pervasive where the female plaintiffs supervisor frequently tried to get plaintiff to date him using many direct as well as indirect propositions for sex including following her into the restroom repeated attempts to touch her breasts place his hands down her pants and pull off her pants and enlisting the assistance of others to hold her while he attempted to grope her B. holding retaliation claim not reasonably related to discrimination charges where eeoc complaint set forth retaliation as a motive for plaintiffs termination and not as a motive for plaintiffs overtime assignments C. holding that plaintiff stated claim for retaliation where employer denied her certain assignments and subjected her to repeated unpleasant and inequitable treatment D. holding that an employees private arbitration agreement with her employer precluded her from filing suit against the employer under the adea E. holding that a plaintiff bringing a retaliation claim under title vii must establish a prima facie case of retaliation by showing that she engaged in a protected activity that she was subjected to an adverse employment action by her employer and that there was a causal link between the two

assistant: The best answer is C. holding that plaintiff stated claim for retaliation where employer denied her certain assignments and subjected her to repeated unpleasant and inequitable treatment
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 exercise of the Option and the issuance and transfer of shares of Common Stock in connection with the Option, RSUs and PUs shall be subject to compliance by the Company and the Executive with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

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 legal provision and list the applicable contract clause categories. Provision: Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Senior Vice President, Legal and Corporate Development.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled pursuant to this Agreement.

assistant: Specific Performance
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 Company nor any of its subsidiaries is in violation of any applicable federal, foreign, state, local or other law, statute, regulation, rule, ordinance, code, convention, directive, order, judgment or other legal requirement of any governmental authority (collectively, “ Laws ”), except where such violation would not, individually or in the aggregate, reasonably be expected to have a material adverse effect or a material adverse effect on the ability of the Company and its Subsidiaries, taken as a whole, to conduct their businesses in the ordinary course of business consistent with past practices. To the knowledge of the Company, neither the Company nor any Subsidiary is being investigated with respect to, or been threatened to be charged with or given notice of any violation of, any applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect or a material adverse effect on the ability of the Company and its Subsidiaries, taken as a whole, to conduct their businesses in the ordinary course of business consistent with past practices.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower has filed all tax returns and other reports that it was required by law to file on or prior to the date hereof and has paid all taxes, assessments, fees, and other governmental charges, and penalties and interest, if any, against it or its property, income, or franchise, that are due and payable (except to the extent that (a) any such taxes, assessments, fees, and other governmental charges, and penalties and interest are diligently contested in good faith by appropriate proceedings and proper reserves are established on the books of the Borrower as provided in applicable accounting standards and (b) a stay of enforcement of any Liens arising from the nonpayment thereof when due is in effect).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: desire for economic domination underlies many brutal crimes against women save the present statute? See United States General Accounting Office, Health, Education, and Human Services Division, Domestic Violence: Prevalence and Implications for Employment Among Welfare Recipients 7-8 (Nov. 1998); Brief for Equal Rights Advocates et al. as Amicus Curiae 10-12. The line becomes yet harder to draw given the need for exceptions. The Court itself would permit Congress to aggregate, hence regulate, “noneconomic” activity taking place at economic establishments. See Heart of Atlanta Motel, Inc. v. United States, 379 U. S. 241 (1964) (upholding civil rights laws forbidding discrimination at local motels); Katzenbach v. McClung, 379 U. S. 294 (1964) (same for restaurants); Lopez, supra, at 559 (<HOLDING>); ante, at 610 (same). And it would permit Options: A. recognizing congressional power to aggregate hence forbid noneconomically motivated discrimination at public accommodations B. holding it essential to the constitutionality of a mill act that the statute should require the use to be public in fact in other words that it should contain provisions entitling the public to accommodations C. holding that the states allegation that the congressional act at issue that went beyond the power of congress and impinged on that of the state did not suffice as a basis for invoking an exercise of judicial power D. holding 18 usc 922o a valid exercise of congressional power under commerce clause E. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public

assistant: The best answer is A. recognizing congressional power to aggregate hence forbid noneconomically motivated discrimination at public accommodations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) If any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f) , or otherwise (except pursuant to Subsection 2.7 , 2.8 , 2.9 4.4 , 4.5(b), 4.9 , 4.10 , 4.11 , 4.12 , 4.13(d) , 4.14 11.1 (g) or 11.6 )), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 4.1.18 lists all insurance policies currently maintained by the Company. Except as set forth in Schedule 4.1.18 , and subject to any applicable deductibles and/or retention amounts and limits set forth such insurance policies, the Company does not self-insure with respect to (i) any employee health benefit plan, (ii) comprehensive general liability including premises risk and products and completed operations, (iii) loss of in-transit cargo, (iv) workers compensation, (v) loss or damage to personal or real property, (vi) fiduciary liability associated with any employee benefit plan or (vii) loss associated with loss of employee or business data due to a breach of information technology systems. Each such insurance policy is in full force and effect, and the Company has not received written notice of any cancellation or threat of cancellation of such insurance. The Company has paid all insurance premiums due, and has otherwise performed all of its obligations and complied with all material conditions, under each insurance policy to which the Company is a named insured or that provides coverage to the Company and its directors, officers, fiduciaries or employees, and, to the Knowledge of Seller, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification or acceleration, under the policies. All such insurance policies (i) were procured from insurance companies, in part, by providing insurers with true and accurate statements and representations and estimated exposure information, after reasonable good faith inquiry and (ii) do not provide for any retrospective premium adjustment on the part of the Company. To Seller’s Knowledge, the Company has timely reported to the applicable insurance carrier(s), to the extent required by and in accordance with applicable notice requirements, all losses sustained by the Company which are covered under one of the Company’s insurance policies, as well as all facts and circumstances that could reasonably give rise to any such loss or claim, as well as any actual notice of claim or legal action against the Company or its directors, officers, fiduciaries or employees which may result in losses covered under one of the Company’s insurance policies, except to the extent that the failure to comply with such notice requirements would not have a material adverse effect on the enforceability of the underlying policy.

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: (q) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) as to which there is a reasonable probability of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

assistant: Litigations
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 Conflict of Laws § 146 (1971), the law of the state where the accident occurred controls the right to recover and the amount of the recovery. Crossley, supra. We reaffirm the holding in Crossley that under the Restatement, supra, § 146, Colorado’s no-fault law governed the threshold issue of the tort-feasor’s liability. As this court noted, “in virtually all instances where the conduct and the injury occur in the same state, that state has the dominant interest in regulating that conduct and in determining whether it is tortious in character, and whether the interest affected is entitled to legal protection.” Crossley, 198 Neb. at 30, 251 N.W.2d at 386, citing Restatement, supra, § 146, comment d. See, also, Malena v. Marriott International, 264 Neb. 759, 651 N.W.2d 850 (2002) (<HOLDING>). But this court’s reliance on § 146 in Options: A. holding that the title of the statute engaging in illicit sexual conduct in foreign places and the requirement that the defendant travel in foreign commerce evinced congressional intent to apply the statute extraterritorially B. holding that the iowa tort claims act allows claims for torts committed in foreign countries C. recognizing foreign states dominant interests in limiting less serious tort claims in order to protect claimants with more serious damages and to maintain low insurance premiums for its residents when conduct and injury occurred in foreign state D. holding that a purchase agreement for a foreign corporations stock is not subject to section 10b even if the closing occurred in the united states E. holding state buy american statute unconstitutional because it interfered with federal foreign affairs power emphasizing its effect on foreign commerce

assistant: The best answer is C. recognizing foreign states dominant interests in limiting less serious tort claims in order to protect claimants with more serious damages and to maintain low insurance premiums for its residents when conduct and injury occurred in foreign state
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: based on general policy. Instead, this exception provides that a court can prohibit disclosure of records on an individual basis only when privacy interests outweigh the public interest favoring disclosure. Although the supreme court obviously may waive or modify its own rules, it has not done so here. See C.R.C.P. 121 § 1-5.2 (order limiting access to court files shall not be granted except upon a finding that harm to privacy outweighs public interest); Anderson v. Home Insurance Co., supra (interpreting § 24-72-204(1)(e) as allowing a court to limit access only when right of privacy outweighs public interest). SCA relies on Florida law to support its assertion that judicial records are exempted from the Open Records Act. See Times Publishing Company v. Ake, 660 So.2d 255 (Fla.1995) (<HOLDING>). However, Florida’s definition of public Options: A. holding that court clerks performing duties relating to the administrative operation of the courts including the release of judicial records are subject to the control of the florida supreme court not the legislative branch B. holding that in the absence of a legislative invasion of constitutionallyprotected rights the judicial branch of government must respect and defer to the legislatures exclusive policy decisions C. holding a per curiam affirmance from a florida district court of appeal is not renewable by the florida supreme court D. recognizing that immigration policy is the clear purview of the legislative branch E. holding that statute could not grant jurisdiction to dis trict courts of appeal over nonfinal arbitration order because the florida constitution reserved to the florida supreme court the power to define the interlocutory jurisdiction of district courts

assistant: The best answer is A. holding that court clerks performing duties relating to the administrative operation of the courts including the release of judicial records are subject to the control of the florida supreme court not the legislative branch
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: evidence is lost. [Laird, supra, 279 Cal.Rptr. at 711.] A system that would permit a plaintiff to commence a malpractice claim fifteen years after an attorney renders allegedly negligent advice is simply unacceptable, yet that result might very well occur, assuming a six-year limitations period for the underlying contract claim, and an estimated three years for the trial and appeal of that claim, and another six-year limitations period for the malpractice claim. Such a potential outcome would frustrate the purposes of limitations periods: to protect against the litigation of stale claims; to stimulate litigants to prosecute their claims diligently; and to penalize dilatoriness. Ochs v. Federal Ins. Co., 90 N.J. 108, 112, 447 A.2d 163 (1982); Farrell v. Vota 319 A.2d 781 (Law Div.1974) (<HOLDING>). Even after an adverse ruling, a litigant may Options: A. holding that plaintiff had discovered facts forming basis of malpractice action before judicial declaration in underlying action B. holding that under the rule against splitting a cause of action a new claim for damages is not barred if the underlying cause of action had not accrued at the time of filing the previous lawsuit C. holding that the cause of action accrued on the date of sale D. holding that dismissal is proper for a derivative cause of action but not for a direct cause of action E. holding that cause of action for malpractice had accrued before underlying actions dismissal

assistant: The best answer is E. holding that cause of action for malpractice had accrued before underlying actions dismissal
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 the Performance Metric, except as otherwise provided in 2.4(b) or Section 2.8 below, TSR for a company, including the Company, will be a percentage equal to (x) the “Performance Period Value Change” (as defined below) divided by (y) the “Beginning Value” (as defined below).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of public concern, for any reasonable official would know that unlawfully retaliating against a public employee for his protected speech activities constitutes “significant government misconduct.” Furthermore, we have held that it was clearly established since at least 2007 that testifying pursuant to a subpoena in a judicial or administrative proceeding of public concern constitutes protected speech. See Clairmont, 632 F.3d at 1109. Although none of our earlier cases specifically addressed subpoenaed deposition testimony as opposed to testimony in open court, our holdings have not been so narrowly cabined that Caw could reasonably have believed subpoenaed deposition testimony was excluded from the First Amendment’s ambit of protection. See, e.g., Alpha Energy Savers, 381 F.3d at 925 (<HOLDING>). Second, a reasonable official would also have Options: A. holding that appellant who filed a 2255 motion but produced no affidavit from the witness in question or any other independent support for his claim failed to show prejudice because he offered only speculation that he was prejudiced by his counsels failure to interview the witness which was not enough to undermine confidence in the outcome of the trial as required by strickland B. holding that closure was limited not only because it lasted only for the testimony of one witness but also because there was no limitation at all on the right of the public or the press to examine the transcript of the officers testimony C. 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 D. holding that trial court abused its discretion in permitting the testimony of a witness who was not listed in the pretrial order and no reason was given for the failure to list the witness E. holding that not only the employees testimony at the grievance hearing but also the affidavit that he filed and his agreement to be listed as a potential witness were entitled to protection

assistant: The best answer is E. holding that not only the employees testimony at the grievance hearing but also the affidavit that he filed and his agreement to be listed as a potential witness were entitled to protection
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: background communication with nintendo servers enables your user device to receive system updates , updates for software and applications installed on your user device , updates for content on the nintendo account service , new applications and important service messages from nintendo .

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 the Parties hereby agrees to indemnify and hold harmless the other party and its officers, directors, employees, agents, counsel, consultants, and affiliates from and against any and all damages, losses, costs, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that they, or any of them, may incur by reason of the Party’s failure to fulfill any of the terms and conditions of this Agreement or by reason of the Party’s breach of any of his representations and warranties contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Parties’ successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the Borrower’s filings with the SEC from time to time, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

assistant: Litigations
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: Effective as of August 27, 2017 (the “Termination Date”) I am resigning as President and Chief Executive Officer of Santander Consumer USA Inc., and Santander Consumer USA Holdings Inc. As of the Termination Date, I will cease to be an employee and officer of any and all of the members of the Santander Group. In connection with such termination, I hereby resign as a member of the Board of Directors of Santander Consumer USA Inc., and Santander Consumer USA Holdings Inc. I further agree to take any additional steps as Santander may determine to be necessary to effectuate my resignation from these and all other board positions. Santander agrees that my resignation will be treated as a termination without cause for all purposes, including without limitation for purposes of my Confidential Employment Agreement, dated May 1, 2009, as same may have been modified from time to time, and all of my equity, option, bonus, compensation, deferred compensation and other agreements and plans relating to my employment and benefits.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A Party’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of the other Party. No failure or delay by any Party in exercising any right or remedy under this Agreement, and no course of dealing between the Parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or of any other right or remedy.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Claim Plaintiff Ramage contends that defendant GET negligently contracted with GEI and Stainton’s Coaches to provide transportation for GET’s tour clients. GET argues that GEI and Stainton’s Coaches were independent contractors, and that GET is not liable for their actions per the “Responsibility” disclaimer. There is little dispute whether or not GEI and Stainton’s Coaches were independent contractors. Thus, the issue is whether GET owed a duty to Ramage to provide safe transportation. The California Court of Appeal has explained that under California law, “[f]or a negligence cause of action, the plaintiff must allege a duty, a breach of that duty, an injury to the plaintiff as a proximate result of that breach.” Krawitz v. Rusch, 209 Cal.App.3d 957, 963, 257 Cal.Rptr. 610 (1989) (<HOLDING>). “A duty may be contractual, statutory or Options: A. holding that purchaser could rescind contract where seller failed to disclose a fact the flooding of the subject real estate that seller knew purchaser would regard as material B. holding that appellants had no standing to challenge search of car because they had no ownership or possessory rights of any kind in the car C. holding that a nondealer seller of a car had no duty either to install seatbelts or to warn of them absence to purchaser D. recognizing that most other jurisdictions have held that to qualify as a lost volume seller under section 27082 the seller needs to show only that it could have supplied both the breaching purchaser and the resale purchaser E. holding that the court had no duty to warn defendants about the possibility of deportation as a collateral consequence of conviction

assistant: The best answer is C. holding that a nondealer seller of a car had no duty either to install seatbelts or to warn of them absence to purchaser
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: At any time and from time to time, upon the written request of the Secured Party or its Representative, and at the sole expense of Debtors, subject to the rights of holders of Permitted Liens , Debtors will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further actions as the Secured Party or its Representative may reasonably require in order for the Secured Party to obtain the full benefits of this Agreement and of the rights and powers herein granted in favor of the Secured Party, including, without limitation, using Debtors’ best efforts to secure all consents and approvals necessary or appropriate for the assignment to the Secured Party of any Collateral held by Debtors or in which a Debtor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to the Secured Party’s possession (if a security interest in such Collateral can be perfected by possession), placing the interest of the Secured Party as lienholder on the certificate of title of any Motor Vehicle, and obtaining waivers of liens from landlords and mortgagees. Each Debtor also hereby authorizes the Secured Party and its Representative to file any such financing or continuation statement without the signature of such Debtor to the extent permitted by applicable law.

assistant: Further Assurances