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: No Loan Party is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which default would be expected to have a Material Adverse Effect. Other than the Loan Documents, no Loan Party has a material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Loan Party is a party other than, with respect to Borrower, the Management Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of satisfying the finder of fact that he or she has proven every element of his or her claim by a preponderance of the evidence. A preponderance of the evidence means such evidence as, when considered with that opposed to it, has more convincing force, and demonstrates that what is sought to be proved “is more likely true than not true.” See Pattern Jury Instructions, Basie Instruction No. 6.1, U.S. Eleventh Circuit District Judges Association (Civil Cases) (1990). In bench trials, the judge serves as the sole fact-finder and, thus, assumes the role of the jury. In this capacity, the judge’s function includes weighing the evidence, evaluating the credibility of witnesses, and deciding questions of fact, as well as issues of law. Childrey v. Bennett, 997 F.2d 830, 834 (11th Cir.1993) (<HOLDING>). Moreover, “a trial judge sitting without a Options: A. holding that the weight and credibility to be given to the opinions of expert witnesses is uniquely within the province of the fact finder in this instance the trial court citation omitted B. holding that the postconviction court is the sole judge of the weight of the evidence and the credibility of witnesses C. holding trial court is sole and exclusive judge of witnesses credibility D. holding that it is the exclusive province of the judge in nonjury trials to assess the credibility of witnesses and to assign weight to their testimony E. holding that the jury is the judge of the weight and credibility given to witness testimony

assistant: The best answer is D. holding that it is the exclusive province of the judge in nonjury trials to assess the credibility of witnesses and to assign weight to their testimony
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 Arrangers shall have received (i) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of ADI and the Company, in each case for the last three fiscal years to have been completed at least 90 days prior to the Closing Date, and (ii) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of each of ADI and the Company for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date (it being agreed that all such information referred to in subclauses (i) and (ii) of this clause (b) for all relevant periods ended on or prior to (A) for ADI, January 28, 2017 and (B) for the Company, January 1, 2017, has been received).

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: plaintiff. See Am. Council of Certified Podiatric Physicians & Surgeons v. Am. Bd. of Podiatric Surgery, Inc., 185 F.3d 606, 618 (6th Cir.1999). This confuses the issue under the test for prudential standing, which “is to determine whether the plaintiff is ‘a proper party to invoke judicial resolution of the dispute and the exercise of the court’s remedial powers.’” Conte, 165 F.3d at 225 (emphasis added) (quoting Bender v. Williamsport Area Sch. Dist., 475 U.S. 534, 546 n. 8, 106 S.Ct. 1326, 89 L.Ed.2d 501 (1986)). In other words, our focus in resolving Lanham Act standing issues is not whether the uncertain calculation of damages precludes injunctive relief at all, but whether this particular plaintiff should be allowed vindicate the public interest. See Joint Stock, 266 F.3d at 184 (<HOLDING>). Accepting Dr. Ford’s argument would Options: A. holding that plaintiffs may not circumvent the requirements for prudential standing by relying on forms of relief that benefit the public at large B. holding that congress may dispense with prudential standing requirements C. recognizing prudential concerns underlying antitrust standing restrictions D. holding that constitutional requirements under article iii and prudential requirement that plaintiffs be the proper proponents of the particular legal rights on which they base their suits are distinct aspects of standing inquiry E. holding that no public policy stated where employee and not public at large would benefit from employees whistleblowing actions

assistant: The best answer is A. holding that plaintiffs may not circumvent the requirements for prudential standing by relying on forms of relief that benefit the public at large
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 Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

assistant: Headings
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: 104 L.Ed.2d 443 (1989). In this case, plaintiff was formally placed under arrest after she was tackled and brought back to her car. Plaintiff was later found guilty in municipal court for disorderly conduct, battery on a law enforcement officer, and fleeing arrest. Plaintiff appealed her convictions, and the conviction of battery on a law enforcement officer was affirmed. Plaintiffs convictions for disorderly conduct, battery on a law enforcement officer, and fleeing arrest conclusively establish the existence of probable cause for her arrest. Martinez v. City of Albuquerque, 184 F.3d 1123, 1127 (10th Cir.1999). This remains true notwithstanding that plaintiff was found not guilty for disorderly conduct and fleeing arrest on appeal. Mason v. Stock, 955 F.Supp. 1293, 1307 (D.Kan.1997) (<HOLDING>). Thus, plaintiffs conviction precludes her Options: A. holding that probable cause existed to search the defendants residence because the warrant affidavit established probable cause that the defendant possessed stolen firearms and because people generally keep firearms at home or on their persons B. holding that although jury found officer not to have had probable cause for arrest officer was entitled to immunity because law was not clearly established as to circumstances in which officer found himself C. holding that since district court of appeal properly found that the trial court lacked jurisdiction to rule on a 3850 motion during the pendency of a direct appeal the district court of appeal should have vacated the order rather than affirming on the merits D. holding arrest was valid because there was probable cause of cdw even though officer incorrectly believed at the time that he had probable cause of ppw E. holding that municipal court conviction established that there existed probable cause even though defendant was found not guilty on appeal to the district court

assistant: The best answer is E. holding that municipal court conviction established that there existed probable cause even though defendant was found not guilty on appeal to the district 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: The Administrative Agent shall have received (A) pro forma balance sheets and income statements as to the Borrower and its Subsidiaries (reflecting investments in the CyrusOne Subsidiaries under the equity method of accounting regardless of whether then applicable under GAAP) for the fiscal year ended December 31, 2011 and for the nine months ended September 30, 2012, in each case giving effect to all elements of the Transactions to be effected on or before the Closing Date and (B) forecasts prepared by management of the Borrower, each in a form reasonably satisfactory to the Administrative Agent and the Lead Arranger, of balance sheets, income statements and cash flow statements for the Borrower and its Subsidiaries (other than the CyrusOne Subsidiaries) on an annual basis for each year following the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employer hereby employs Employee in the capacity of Chief Financial Officer for Employer and Employee hereby accepts such position. In this position, Employee shall report to Employer’s Chief Executive Officer (the “ Supervisor ”). Employee agrees to diligently and faithfully perform such duties as may from time to time be assigned to Employee by the Supervisor, consistent with Employee’s position with Employer. Employee recognizes the necessity for established policies and procedures pertaining to Employer’s business operations, and Employer’s right to change, revoke or supplement such policies and procedures at any time, in Employer’s sole discretion. Employee agrees to comply with such policies and procedures, including those contained in any manuals or handbooks, as may be amended from time to time in the sole discretion of Employer. Employee shall be based in Tempe, Arizona but shall be required to travel to such locations as shall be required to fulfill the responsibilities of his position.

assistant: Positions
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 with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Purchaser does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties to this Agreement hereby unconditionally agrees to waive, to the fullest extent permitted by applicable law, its respective rights to a jury trial of any claim or cause of action (whether based on contract, tort or otherwise) based upon, arising out of or relating to this Agreement or the transactions contemplated hereby. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto: (i) acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings, (ii) acknowledges that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not in the event of any action or proceeding, seek to enforce the foregoing waiver and (iii) warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 7.5 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

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

user: Confidentiality obligations shall survive termination of this Agreement for the Period of Confidentiality set forth above unless the Confidential Information is a trade secret, in which case the confidentiality obligations shall continue for as long as the information is a trade secret. Sections 1, 2, 3, 4, 5, 6, 17, 18, 19 and any sections (or parts thereof) which, by their nature, are intended to survive termination shall survive termination of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Immigration Reform and Immigrant Responsibility Act of 1996 apply to this case because removal proceedings were initiated against petioner after April 1, 1997. See Kalaw v. INS, 133 F.3d 1147, 1150 (9th Cir.1997). We have jurisdiction to consider whether petitioner has committed a deportable offense, but must dismiss his petition for lack of jurisdiction if we conclude that he has. See Flores-Miramontes v. INS, 212 F.3d 1133, 1135 (9th Cir.2000). We dismiss. Petitioner’s second state court conviction for possession of cocaine in violation of Section 11350(A) of the California Health and Safety Code is an aggravated felony under 8 U.S.C. § 1101(a)(43), rendering him removable under 8 U.S.C. § 1227(a)(2)(A)(iii). See United States v. Garcia-Olmedo, 112 F.3d 399, 400-01 (9th Cir.1997) (<HOLDING>). Petitioner was not entitled to notice under Options: A. holding that a second state court conviction for simple possession of narcotics is an aggravated felony as defined in 8 usc 1101a43 B. holding second simple possession conviction qualifies as an aggravated felony regardless of whether it was actually prosecuted as recidivist possession C. holding second simple possession conviction was not an aggravated felony because it was not prosecuted as recidivist possession D. holding that a conviction for simple assault under pennsylvania law does not qualify under 18 usc 16b by way of 11 usc 1101a43 as an aggravated felony E. holding that defendants prior felony convictions in georgia state court for drugrelated conspiracy and simple possession qualified as predicate prior felony drug offenses for 841b1a because under the plain language of the statute felony drug offense includes any criminal conduct relating to narcotics including simple possession which a state has proscribed as a felony

assistant: The best answer is A. holding that a second state court conviction for simple possession of narcotics is an aggravated felony as defined in 8 usc 1101a43
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document not later than 12:00 (noon) (or such other time as otherwise required by Section 2.23(e)), New York City time, on the date when due in immediately available dollars, without setoff, defense or counterclaim. Each such payment (other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing Bank, (ii) principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as otherwise provided in Section 2.22(e) and (iii) payments pursuant to Sections 2.14, 2.16 or 2.20, which at the election of the Borrower may be made directly to the Lender claiming the benefit of any such Sections) shall be made to the Administrative Agent at its offices at 390 Greenwich Street, New York, NY 10013 by wire transfer of immediately available funds (or as otherwise agreed by the Borrower and the Administrative Agent). The Administrative Agent shall pay to each Lender any payment received on such Lender’s behalf promptly after the Administrative Agent’s receipt of such payment. All payments hereunder and under each other Loan Document shall be made in dollars.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: spouse. See 11 U.S.C. § 523(a)(15). A majority of courts, including this one, have concluded that the burden of proof for section 523(a)(15) is initially with the non-debtor spouse who must first establish that the debt, which arose from a divorce or support agreement, is not in the nature of alimony or support. The burden then shifts to the debtor to prove either an inability to pay or that the benefit to the debtor outweighs the detriment to the non-debtor spouse. See Craig v. Craig (In re Craig), 196 B.R. 305, 308 (Bankr.E.D.Va.1996); McGinnis v. McGinnis (In re McGinnis), 194 B.R. 917, 920 (Bankr.N.D.Ala.1996); Collins v. Florez (In re Florez), 191 B.R. 112, 115 (Bankr.N.D.Ill.1995). But see Greenwalt v. Greenwalt (In re Greenwalt), 200 B.R. 909, 913 (Bankr.W.D.Wash.1996) (<HOLDING>); Morris v. Morris (In re Morris), 197 B.R. Options: A. holding that the plaintiff bears the burden when relying on the discovery rule B. holding that the burden is on the plaintiff C. holding that the plaintiff bears the burden of proof for all elements of section 523a15 D. holding that the government bears the burden of proof with respect to the issue of whether termination for default was justified E. holding that the defendant bears the burden of proof and that such a disposition does not violate the due process clause

assistant: The best answer is C. holding that the plaintiff bears the burden of proof for all elements of section 523a15
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 fees and expenses set forth in the Amended and Restated Engagement Letter dated as of April 6, 2017, among Holdings, the U.S. Borrower and the Amendment No. 1 Lead Arrangers, and the Fee Letter referred to therein that are required to be paid on or prior to the Amendment No. 1 Effective Date shall have been paid (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for such Amendment No. 1 Lead Arrangers and the Administrative Agent with respect thereto).

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 466 U.S. 378 104 S.Ct. 2144 80 L.Ed.2d 378 CAPITAL CITIES MEDIA, INC., etc., et al.v.Patrick J. TOOLE, Jr., Judge, Court of Common Pleas of Luzerne County. No. 83-599. Supreme Court of the United States April 23, 1984. PER CURIAM. 1 The proceedings below were brought to challenge an order by respondent who, in a criminal trial, barred the press and public from publishing the names and addresses of jurors. Respondent also prohibited the parties from sketching, photographing, televising, and videotaping the jurors during their service in the criminal proceedings and from handling trial exhibits without permission of the court. Petitioners filed a petition for a writ of prohibition with the Supreme Court of Pennsylvania. However, it was denied without opinion. Petitioners, arguing that they have been denied their federal constitutional rights, now urge us to grant certiorari. 2 As matters now stand, the record does not disclose whether the Supreme Court of Pennsylvania passed on petitioners' federal claims or whether it denied their petition for a writ of prohibition on an adequate and independent state ground. For this reason, we grant the petition for writ of certiorari, vacate the judgment of the Supreme Court of Pennsylvania, and remand the cause to that court for such further proceedings as it may deem appropriate to clarify the record. See Philadelphia Newspapers, Inc. v. Jerome, 434 U.S. 241, 98 S.Ct. 546, 54 L.Ed.2d 506 (1978) (per curiam); California v. Krivda, 409 U.S. 33, 93 S.Ct. 32, 34 L.Ed.2d 45 (1972) (per curiam). 3 So ordered. 4 Opinion on remand, 506 Pa. 12, 483 A.2d 1339.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Without limiting Sublandlord’s obligation under Section 22 to secure performance by the Overlandlord of its obligations upon Subtenant’s request to Sublandlord to do so, in no event shall Sublandlord be liable for Overlandlord’s failure to give its consent or approval, whether or not such withholding or refusal was proper.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 4, the date on which Peoples filed his request for a continuance. Given the uncertainty over when the tran scripts would finally be ready (and, more generally, over Peoples’ need for additional time to prepare for trial), the district court lacked sufficient information on November 8 to set a specific trial date. Thus, it was perfectly reasonable for the district court to grant an open-ended continuance that extended until the first available trial date after the transcripts were ready. In addition, the continuance only lasted about five months, and the trial itself occurred just two-and-a-half months after the court reporter completed and filed the transcripts the defendants had requested. Such a relatively short period of time is not unreasonable. See, e.g., Twitty, 107 F.3d at 1489 (<HOLDING>); Lattany, 982 F.2d at 874-76 (ruling that Options: A. holding that speedy trial act requires that an ends of justice continuance be specifically limited in time B. holding that fivemonth openended continuance based on ends of justice did not violate speedy trial act C. holding that an ends of justice continuance may be appropriate where the case is unusual or complex D. holding that a 19month delay between indictment and trial did not violate the constitutional right to a speedy trial E. holding that where a defendant acquiesces in a continuance that time is excluded from the speedy trial calculation

assistant: The best answer is B. holding that fivemonth openended continuance based on ends of justice did not violate speedy trial act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed by it, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) has paid or caused to be paid all Taxes required to have been paid by it, except where (i)(x) the validity or amount thereof is being contested in good faith by appropriate proceedings and (y) the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto to the extent required by GAAP, or (ii) the failure to do so could not reasonably be expected to result in a Material Adverse 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: Ex parte Denton, 399 S.W.3d 540, 544-45 (Tex. Crim. App. 2013) (citing Langs v. State, 183 S.W.3d 680, 687 (Tex. Crim. App. 2006); Gonzalez v. State, 8 S.W.3d 640, 643 (Tex. Crim. App. 2000)). A double jeopardy claim is “apparent on the face of the trial record” if “resolution of the claim does not require further proceedings for the purpose of introducing additional evidence in support” of the double jeopardy claim. Id. (citing Ex parte Knipp, 236 S.W.3d 214, 216, n.3 (Tex. Crim. App. 2007); Gonzalez, 8 S.W.3d at 643). The State contends that, because there is no reporter’s record of the plea hearing, we must presume that evidence was presented at the hearing that supported the judgment. See Williams v. State, 950 S.W.2d 383, 385 (Tex. App.—Houston [1st Dist.] 1997, pet. refd) (<HOLDING>). It contends that “[f]or all we know, evidence Options: A. holding that a criminal defendant must provide a fair and just reason to support withdrawal of his guilty plea even when that plea has not yet been accepted by the district court B. holding that in order to challenge the sufficiency of the evidence to support a judgment based on a plea of guilty or no contest a defendant must bring forward a full statement of facts including a transcription of the plea proceedings C. holding that right to challenge factual basis is waived by guilty plea D. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing E. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea

assistant: The best answer is B. holding that in order to challenge the sufficiency of the evidence to support a judgment based on a plea of guilty or no contest a defendant must bring forward a full statement of facts including a transcription of the plea proceedings
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 Term of Employment, Employee shall be entitled to participate in any employee benefit plans (including retirement, insurance, fringe benefit and other executive benefit plans) generally provided by the Company to full-time employees of the Company, but only to the extent provided in such employee benefit plans and subject to eligibility requirements of such plans, and for so long as Company provides or offers such benefit plans. Company reserves the right to modify, amend, or terminate such benefit plans at any time without prior notice. Company will pay 100%, of the cost of employee family health insurance coverage, AD&D, executive level Short and Long Term Disability insurance; provided, however, that, if the Company determines that its payment of 100% of the cost of any such coverage might cause the applicable plan to provide an impermissibly discriminatory benefit, then, in lieu of paying 100% of the cost of such coverage, the Company will pay the maximum amount that it can pay for the coverage without causing the impermissible discrimination and pay Employee a cash payment equal to the sum of (1) the difference between the amount that the Company pays for coverage and the actual cost of such coverage and (2) the amount of income and employment taxes that it reasonably anticipates Employee will owe on the amount paid under this sentence; provided further, that with respect to health insurance coverage, AD&D, and executive level Short and Long Term Disability insurance, until such time as the Company has obtained health insurance coverage, AD&D, and executive level Short and Long Term Disability insurance for its U.S. employees generally, the Company shall reimburse Employee for his out-of-pocket costs to maintain such coverage up to Two Thousand Five Hundred Dollars ($2,500) per month, subject to the limitations set forth in this Section 2(f) and in accordance with Section 2(g) hereof. The Company will pay for (or reimburse Employee the costs of) Employee's memberships in social or business clubs, professional associations, and continuing education costs required to maintain professional certifications, to the extent deemed appropriate by the Company's Board. The Employee will be responsible for all income taxes levied against Employee as a result of the Company's provision of any benefits to Employee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall participate in such vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other plans as OUTFRONT may have or establish from time to time in which similarly situated senior executives participate and in which Executive would be entitled to participate under the terms of the plan. This provision, however, shall not be construed to either require OUTFRONT to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement. Executive shall be eligible for five (5) weeks of vacation each year.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any portion of this Agreement is held to be void, voidable or unenforceable, such portion shall be modified only to the minimum extent required to render it enforceable, and the remaining portions of the Agreement shall remain in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall maintain its principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received and credits granted with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, mark conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII . Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See United States v. Hicks, 103 F.3d 837, 840 (9th Cir.1996). A. Nonexpert Witnesses 1. Authority to Order Disclosure of Nonexpert Witnesses The district court’s March 15, 2005 case management order did not cite any authority for its requirement that the government produce a “finalized list of witnesses and trial exhibits” by September 30, 2005. “As a threshold matter, a court may not exercise any supervisory power absent a clear basis in fact and law for doing so.” United States v. Gatto, 763 F.2d 1040, 1046 (9th Cir.1985) (internal quotation marks and citation omitted). Presumably, the court was relying on its authority under Rule 16(d) as well as its authority to manage its docket. See Atchison, Topeka and Santa Fe Ry. Co. v. Hercules Inc., 146 F.3d 1071, 1074 (9th Cir.1998) (<HOLDING>) (citation and internal quotation marks Options: A. holding that a clerks scheduling duties as part of a courts inherent power to control its docket is subject to absolute immunity B. holding that georgia courts may exercise their inherent power to dismiss cases brought by nonresident aliens C. recognizing inherent power of courts of appeals D. holding that district courts have inherent power to control their dockets as long as its exercise is not inconsistent with a rule or statute E. recognizing that court has inherent power to control the judicial business before it

assistant: The best answer is D. holding that district courts have inherent power to control their dockets as long as its exercise is not inconsistent with a rule or statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you must not interfere or disrupt the service or servers or networks connected to the service , including by transmitting any worms , viruses , spyware , malware or any other code of a destructive or disruptive nature .

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: under Texas law, ought to be allowed to do so. See, e.g., id. at 277 (“[I]n cases in which injury occurs often enough before trial that jurors can make a reasonable estimate of the long-term impact of the nuisance on the market value of a property, they ought to be allowed to do so.”). The consequences of the trespass should have been reflected in the market value of the property when plaintiff acquired it. After reviewing the record, the court finds that the trespass was permanent. Thus, the injury occurred in July 1998, before plaintiff owned the property. As the subsequent landowner, plaintiff lacks standing to sue for injuries that occurred before his ownership — the previous owner was the party who was actually harmed by the prior injury. See, e.g., Denman, 2005 WL 2316177, at *4 (<HOLDING>). Defendant argues that plaintiffs injunctive Options: A. holding that driver was not bound in subsequent personal injury case by prior arbitration decision that plaintiffs injuries were related to auto accident because driver was not in privity with his insurance carrier and did not participate in arbitration B. holding arbitration decision disallowing insurers coverage defense binding in subsequent personal injury action where the issue was actually litigated and decided in prior action C. holding that the owner of the land could not bring a 93a action against a prior owner of the land who was not the seller because there was no business connection between the two parties D. holding that a subsequent landowner lacks standing for injuries before his or her ownership because the prior owner was the party who was actually harmed by the prior injury E. holding that a civil claim is barred by collateral estoppel even though the prior adjudication was in criminal proceedings and the parties are not the same because the matters were actually litigated and decided in the prior trial

assistant: The best answer is D. holding that a subsequent landowner lacks standing for injuries before his or her ownership because the prior owner was the party who was actually harmed by the prior injury
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: Every provision of this Agreement is intended to be severable. Accordingly, should any provision be declared illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, such illegality, invalidity, or unenforceability shall not effect the remaining provisions, which shall remain fully valid, binding, and enforceable.

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: Except as set forth on Schedule 3 hereto, there is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, overtly threatened against or in any other manner relating adversely to, the Borrower or any of its Restricted Subsidiaries or any of their respective properties, including, without limitation, the Licenses, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Materially Adverse Effect. No action, suit, proceeding or investigation (i) calls into question the validity of this Agreement or any other Loan Document, or (ii) individually or collectively involves the possibility of any judgment or liability not fully covered by insurance which would reasonably be expected to have a Materially 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: This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement shall be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Pay and discharge, and cause each Guarantor to pay and discharge, prior to delinquency, all taxes, assessments, and governmental charges or levies imposed upon it or upon any of its income or Property as well as all claims of any kind (including claims for labor, materials, supplies, and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided , however , that neither the Borrower nor any Guarantor shall be required to pay any such tax, assessment, charge, levy, or claim if the amount, applicability, or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted, no Lien attaches to any of the Property of Borrower and/or any Guarantor or Borrower or any Guarantor, as applicable, has established reserves therefor adequate under GAAP.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: linden lab has the right to change , limit access to , and/or eliminate any aspect ( s ) , feature ( s ) or functionality of the service ( including your user content ) as it sees fit at any time without notice , and linden lab makes no commitment , express or implied , to maintain or continue , or to permit open access to , any aspect of the service .

assistant: Content removal, Unilateral termination
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: we offer certain premium versions of the services ( e.g. , mvp membership , myfitnesspal and endomondo premium ) ( the `` premium services '' ) for a fee .

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: B. Subject to Section 8.6.C and Section 11.6.E , at any time on or after six (6) months following the date of the initial issuance thereof (which, in the event of the transfer of a Class A Unit, shall be deemed to be the date that the Class A Unit was issued to the original recipient thereof for purposes of this Section 8.6 ), the holder of a Class A Unit (if other than the General Partner or any Subsidiary of the General Partner), including any LTIP Units that are converted into Class A Units, shall have the right (the “ Redemption Right ”) to require the Partnership to redeem such Class A Unit, with such redemption to occur on the Specified Redemption Date and at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership. Any such Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder of the Partnership Units who is exercising the Redemption Right (the “ Redeeming Partner ”). A Limited Partner may exercise the Redemption Right from time to time, without limitation as to frequency, with respect to part or all of the Partnership Units that it owns, as selected by the Limited Partner; provided, however, that a Limited Partner may not exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units of a particular class unless such Redeeming Partner then holds fewer than one thousand (1,000) Partnership Units in that class, in which event the Redeeming Partner must exercise the Redemption Right for all of the Partnership Units held by such Redeeming Partner in that class, and provided further that, with respect to a Limited Partner which is an entity, such Limited Partner may exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units without regard to whether or not such Limited Partner is exercising the Redemption Right for all of the Partnership Units held by such Limited Partner as long as such Limited Partner is exercising the Redemption Right on behalf of one or more of its equity owners in respect of one hundred percent (100%) of such equity owners’ interests in such Limited Partner.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Notwithstanding anything herein or the Indenture to the contrary, the definitions of “Excess Cash Collateral Trigger,” “Minimum Seller’s Interest,” “Mismatch Rate,” “Required Seller’s Percentage,” “Series 2016-1 Overcollateralization Factor” and “Spread Account Percentage,” contained in this Indenture Supplement may be amended by the Issuing Entity upon satisfaction of the Series 2016-1 Rating Agency Condition with respect thereto, but without the consent of any other Person (including any Securityholder). Notice of any such amendment shall be delivered to the Securityholders in accordance with the Indenture.

assistant: Amendments