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: This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of laws. Employee agrees that no dispute or claim under this Agreement may be commenced, prosecuted or continued in any court other than the courts of the Commonwealth of Pennsylvania located in the city and county of Philadelphia or in the United States District Court for the Eastern District of Pennsylvania, which courts shall have jurisdiction over the adjudication of such matters, and Employee consents to the jurisdiction of such courts and personal service with respect thereto. The Bank and Employee hereby waive their respective rights to a trial by jury.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the other documents referenced herein, reflects the complete agreement between the parties regarding the subject matter identified herein and shall supersede all other previous agreements, either oral or written, between the parties. The parties stipulate that neither of them, nor any person acting on their behalf has made any representations except as are specifically set forth in this Agreement and each of the parties acknowledges that it or he has not relied upon any representation of any third party in executing this Agreement, but rather have relied exclusively on it or his own judgment in entering into this Agreement.

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 Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority, including Environmental Laws and ERISA (with regard to its Plans), applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures reasonably designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges and represents that she has been given at least [twenty-one (21)/forty-five (45)] days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above, although she may sign and return it sooner if she so desires. Executive further acknowledges and represents that she has been advised by the Company that she has the right to revoke this Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if she wishes to revoke this Agreement, she must do so in a writing, signed by her and received by the Company no later than 5:00 p.m. local time on the seventh (7th) day of the revocation period. If the last day of the revocation period falls on a Saturday, Sunday or holiday, the last day of the revocation period will be deemed to be the next business day. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8th) day following her execution of this Agreement (the " Release Effective Date "). Executive further acknowledges and agrees that, in the event that she revokes this Agreement, it shall have no force or effect, and she shall have no right to receive any payments or benefits pursuant to Section 5(c) of the Employment Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with the same deficiency — the court should strike his pleading or, depending on the circumstances, dismiss his case and consider the imposition of monetary sanctions.”). We are not, however, convinced that the instant case was one with respect to which a dismissal with prejudice was appropriate under the circumstances. Moreover, a complaint — so long as it is minimally sufficient to put a defendant on notice of the claims against him — will not fail for mere surplusage. See United States ex rel. Garst v. Lockheed-Martin Corp., 328 F.3d 374, 378 (7th Cir.2003) (“Surplusage can and should be ignored. Instead of insisting that the parties perfect their pleadings, a judge should bypass the dross and get on with the case.”); Davis v. Ruby Foods, Inc., 269 F.3d 818, 820 (7th Cir.2001) (<HOLDING>). We have recognized that “[pleading facts not Options: A. holding it was not an abuse of discretion to exclude testimony B. holding failure to exercise discretion is abuse of discretion C. holding that the appropriate standard of review is abuse of discretion D. holding that it is an abuse of discretion to dismiss a complaint merely because of the presence of superfluous matter E. holding it was not an abuse of discretion to deny funds

assistant: The best answer is D. holding that it is an abuse of discretion to dismiss a complaint merely because of the presence of superfluous matter
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in entering into this release you expressly waive any protections ( whether statutory or otherwise ) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release .

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: Seller and Purchaser each hereby agree and covenant that (i) until the Closing it shall keep, and shall use reasonable efforts to cause each of its advisors and representatives to keep, strictly confidential this Agreement and the transactions contemplated by this Agreement as well as the Purchase Price, the parties (and affiliates of the parties) to this transaction, the economic terms and other financial information relating hereto and (ii) after the Closing it shall not authorize or make, and shall use reasonable efforts to cause each of its advisors and representatives not to make, any press release or other announcement or disclosure with respect to this Agreement or the transactions contemplated by this Agreement (including, without limitation, to the press) and shall keep strictly confidential the Purchase Price, the parties (and affiliates of the parties) to this transaction, the economic terms and other financial information relating hereto. Notwithstanding the foregoing, (a) each party shall be entitled to make disclosures concerning this Agreement and materials provided hereunder to its lenders, attorneys, accountants, employees, directors, consultants, agents and other service professionals as may be reasonably necessary in furtherance of the transactions contemplated hereby, provided that each such party is informed of the confidential nature of such information and agrees to keep it confidential in accordance with the provisions hereof, (b) each party shall be entitled to make disclosures concerning the existence of this Agreement and the transactions contemplated hereby (but not the Purchase Price or other economic terms) to such other persons or entities as is reasonably required in connection with the consideration or consummation of the transactions contemplated by this Agreement, (c) each party shall be entitled to make such disclosures concerning this Agreement and materials provided hereunder as may be necessary to comply with (x) any court order, (y) the directive of any applicable governmental authority, or (z) any applicable securities law, rule and/or regulation, and (d) Purchaser shall be permitted to conduct interviews and otherwise interact with tenants of the Property or any portion thereof and in connection therewith Purchaser may disclose the existence of this Agreement and the transactions contemplated by this Agreement (but not the Purchase Price or other economic terms relating thereto). The provisions of this Section 9.15 shall survive Closing or any termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight delivery with a reputable national overnight delivery service, (iv) by mail or by certified mail, return receipt requested, and postage prepaid, or (v) by electronic transmission; including by way of e-mail (as long as such email is accompanied by a PDF or similar version of the relevant document bearing an authorized signature, which such signature shall, in the case of the Company, be a signature set forth in Exhibit B. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Company to notify the Escrow Agent in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

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 proceeds of the Advances will be used by the Borrower for the purposes described in Section 5.09. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of any Advance will be used to purchase or carry any margin stock in violation of Regulation T , U or X .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Waiver or forbearance by either party or the failure by either party to claim a breach of any provision of this Consulting Agreement or exercise any right or remedy provided by this Consulting Agreement or applicable law shall not be deemed to constitute a waiver with respect to any subsequent breach of any provision hereof.

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: v. Leggett, 81 F.3d 220, 227 (D.C.Cir.1996) (“[W]e are unpersuaded by [the petitioner’s] further attempt to style his disagreement with counsel over trial tactics as a ‘conflict of interest.’ ”); Stenson v. Lambert, 504 F.3d 873, 886 (9th Cir.2007) (“We can find no clearly established Supreme Court precedent holding that [a disagreement over trial strategy] amounts to an actual conflict of interest.”); United States v. Jones, 662 F.3d 1018, 1026-27 (8th Cir. 2011) (“[The Sixth Amendment] is not violated by general dissatisfaction or disagreements over strategy....”). Because these disagreements with Mr. Sheffield did not create a conflict of interest, Mr. Howell is only entitled to relief if he can establish prejudice under Strickland. See Burger, 483 U.S. at 783, 107 S.Ct. at 3120 (<HOLDING>). In my opinion, Mr. Howell has not met that Options: A. holding that prejudice is only presumed if there is proof of an actual conflict of interest B. recognizing conflict C. holding the existence of a possible conflict required remand for a determination of whether an actual conflict of interest existed and holding a new trial would be required if an actual conflict existed D. holding that to demonstrate that a conflict of interest violated his sixth amendment rights a defendant must establish that an actual conflict of interest adversely affected his lawyers performance E. holding that an assertion of prejudice is not a showing of prejudice

assistant: The best answer is A. holding that prejudice is only presumed if there is proof of an actual conflict of interest
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: the details of the government’s arguments on these grounds. Instead, we hold that Harrison has, by stipulating, waived any right to contest the absence of proof on the stipulated elements. This waiver theory of stipulations has been addressed by a number of our sister circuits, and although the government does not directly advance it in this case, it is necessarily raised by the nature of the appeal. By failing to advance it explicitly, we could perhaps construe the government’s brief as having waived the waiver theory argument, but we will reach the issue because it is squarely presented by this ease and was relied upon by the trial court. See, e.g., United States Nat’l Bank of Or. v. Independent Ins. Agents of Am., Inc., 508 U.S. 439, 445-49, 113 S.Ct. 2173, 124 L.Ed.2d 402 (1993) (<HOLDING>). As the Supreme Court stated in Kamen v. Options: A. holding that the court has discretion not to consider an issue abandoned on appeal B. holding that an appellate court has discretion to consider an issue not argued by the parties C. holding that an appellate court may not consider an issue not presented to the trial judge on appeal from final judgment on the merits D. holding that an appellate court cannot consider an issue that was not preserved for appellate review E. holding that an issue first argued in a reply brief is not properly before a court of appeals

assistant: The best answer is B. holding that an appellate court has discretion to consider an issue not argued by the parties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of its or their respective directors, officers, employees, agents, controlled Affiliates or other Persons acting on its behalf with express authority to so act, is an individual or entity that is, or is owned or controlled by, persons that are currently the subject of any Sanctions, or is located, organized or residing in any Designated Jurisdiction. Except as described on Section 4.20 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of its or their respective current or former directors, officers, employees, agents, controlled Affiliates or other Persons acting on its behalf with express authority to so act, has engaged at any time within the previous five years, or is engaged, in any transaction(s) or activities which would result in a violation of Sanctions, which, individually or in the aggregate, would have a material impact on the Company and its Subsidiaries, taken as a whole. The Company will not directly or indirectly use the proceeds of the Rights Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) for the purpose of financing the activities of any Person that is the subject or target of Sanctions or located, organized or residing in any Designated Jurisdiction or (ii) in any other manner that would result in a violation of Sanctions by any Person (including the Commitment Parties).

assistant: Sanctions
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: . 11 U.S.C. § 541(a)(1). 7 . 11 U.S.C. § 522(b)(1) and (2)(A). 8 . N.D. Cent.Code § 28-22-17 (Supp.1999); In re Reisnour, 56 B.R. 225, 227 (D.N.D.1985). 9 . Mund v. Rambough, 432 N.W.2d 50, 56 (N.D.1988); Karsznia v. Kelsey, 262 S.W.2d 844, 844 (Mo.1953); Meeks Leasing Company v. Young, 881 S.W.2d 232, 236 (Mo.Ct.App.1994); 11 U.S.C. § 522(f)(2)(A). 10 . 11 U.S.C. § 547(b). 11 . 11 U.S.C. § 551. 12 . Id. 13 . 11 U.S.C. § 522(g). 14 . 210 B.R. 799 (Bankr.D.N.D.1997), aff'd, 162 F.3d 1166 (1998) (Table). 15 . Id. at 800. 16 . Wegner, 210 B.R. at 802 (citing In re Heintz, 198 B.R. 581, 586 (9th Cir. BAP 1996)). 17 . Wegner, 210 B.R. at 802. 18 . Id. 19 . See Fox Hill Office Investors, Ltd. v. Mercantile Bank (In re Fox Hill Office Investors, Ltd.), 101 B.R. 1007, 1023 (Bankr.W.D.Mo.1989) (<HOLDING>). See also In re Scott, 2000 WL 122360, *1 Options: A. holding that section 551 preserves the avoided transfer or lien to the estate B. holding that debtors cannot claim an exemption in a homestead after trustee avoided the transfer of the property as a fraudulent conveyance because the transfer by the debtors was voluntary C. holding that the lien bond releases the property from the lien but the lien is then secured by the bond D. holding that a state tax lien was not judicial lien arising from judgment such that it could be avoided in bankruptcy by a chapter 13 debtor E. holding that a wholly unsecured junior mortgage lien can be avoided under nobelman

assistant: The best answer is A. holding that section 551 preserves the avoided transfer or lien to the estate
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 Lender, and Agent after his appointment, agree to use their best efforts to cooperate in the administration of the Loan under this Agreement and, except as specified in Section 9 hereof, to use their best efforts to keep each other reasonably well informed with respect to any material event relating to Parent LLC and/or the Loan. Without limiting the generality of the foregoing, the parties hereby agree to execute such documents and perform such acts as may be desirable to carry out the purposes of this Agreement, including without limitation, the execution of such documents as Agent may request in connection with any actions or decisions of Agent or any specified number of Lenders authorized under this Agreement regarding the administration or enforcement of the Loan, ownership, management, operation, sale, or leasing of the collateral, whether or not any Lender agrees with such decision or action. The obligations of the parties contained herein may be specifically enforced by an action brought in a court of competent jurisdiction.

assistant: Further Assurances
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: instruction on terroristic threats was sufficient. We agree. Although the charge of terroristic threats is not meant to encompass verbal threats expressing transitory anger without intent to terrorize, there is no authority for Dick’s contention that failure to include that language in a jury instruction is reversible error. See State v. Jones, 451 N.W.2d 55, 63 (Minn.App.1990), review denied (Minn. Feb. 21, 1990). The district court properly instructed the jury on the elements of ter-roristic threats, including instructions on the meaning of “intent” and “reckless disregard” and permitted Dick’s counsel to argue transitory anger. The court did not abuse its discretion by denying the proposed instruction on transitory anger. See State v. Lavastida, 366 N.W.2d 677, 680 (Minn.App.1985) (<HOLDING>). IV. Sentencing Dick agrees that the Minnesota Options: A. holding that instructions for terroristic threats were proper even though the court failed to instruct on transitory anger B. holding that when three distinct threats were made 2a61b2 was properly applied even though there were only two mailings C. holding that the district courts failure to instruct the jury as to the proper standard of proof constituted plain error D. holding that the failure to instruct on a definition or to amplify an element is not a failure to instruct on an essential element E. holding that the court properly refused to instruct on an issue for which no evidence was offered

assistant: The best answer is A. holding that instructions for terroristic threats were proper even though the court failed to instruct on transitory anger
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: a state treats a filing as timely and resolves it on the merits, the federal judiciary will not second-guess that action, for the grievance has served its function of alerting the state and inviting corrective action.”). Dr. Martinez also contends that even if the grievance process was unavailable during the 15-day filing period, Spada was required to exhaust his administrative remedies once he had access to grievance forms. But Dr. Martinez has provided no basis for concluding that Spada’s untimely grievance would have been accepted and resolved on the merits. Notably, there was no requirement that Spada utilize the grievance process after the 15-day period expired, which is the foundation of Dr. Martinez’s position. See, e.g., Small v. Camden Cnty., 728 F.3d 265, 273 (3d Cir.2013) (<HOLDING>). To be sure, some courts have held that in Options: A. holding that an administrative remedy which is unknown and unknowable is unavailable B. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable C. holding that administrative remedies are unavailable if prison officials fail to respond to prisoners grievances D. holding that an administrative remedy was made unavailable after correctional officers did not respond to a grievance and there was no regulation addressing such a situation E. recognizing that officials failure timely to respond to grievance could be basis for prisoner to show he exhausted available administrative remedies

assistant: The best answer is D. holding that an administrative remedy was made unavailable after correctional officers did not respond to a grievance and there was no regulation addressing such a situation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by NESRH or NESR Corp only if the shareholders of NESR Corp do not approve the consummation of the acquisition of the Company. In that event, except for the provisions specifically provided for in the Agreement that shall survive termination, this Agreement shall forthwith become void and there shall be no further liability on the part of any Party for such termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a sentencing court to enhance a defendant’s offense level two levels if he was “an organizer, leader, manager, or supervisor in any criminal activity....” U.S.S.G. § 3Bl.l(c). “To qualify for an adjustment under this section, the defendant must have been the organizer, leader, manager, or supervisor of one or more other participants.” Id. comment, (n.2) (emphasis added). The probation officer recommended that the court enhance Harness’s offense level two levels because he “exercised management responsibility over the property and assets of the victim organization as contemplated by U.S.S.G. § 3Bl.l(c), Application Note 2.” PSR at 6, ¶ 25. This was an incorrect application of section 3B1.1(c) because the enhancement requires that the defendant organize, lead, man 21 (6th Cir.1997) (<HOLDING>); United States v. Jobe, 101 F.3d 1046, 1068 Options: A. recognizing that a specific statute controls over a general one B. recognizing that enhancement requires control over a participant in the scheme not only control over the scheme itself C. holding a downward departure may be appropriate for a relatively young defendant with a brief criminal career D. holding appeal of enhancement under ussg 3allb waived because it was an adjustment rather than an upward departure E. recognizing that enhancement required only when defendant exerts control over another participant whereas upward departure may be appropriate if defendant controls only assets or activities of the criminal enterprise

assistant: The best answer is E. recognizing that enhancement required only when defendant exerts control over another participant whereas upward departure may be appropriate if defendant controls only assets or activities of the criminal enterprise
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 acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This letter agreement and Exhibit A constitute the complete agreement between you and NVIDIA, contains all of the terms of your employment with NVIDIA and supersedes any prior agreements, representations or understandings (whether written, oral or implied) between you and NVIDIA. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and NVIDIA’s head of human resources.

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: critical time. The last of these is the principal vehicle by which the majority finds qualified immunity here. Judge Ervin’s dissent persuasively demonstrates the error in that analysis. The majority holds today that “[ojrdinarily, ... courts in this circuit need not look beyond the decisions of the Supreme Court, this court of appeals, and the highest court of the state in which the ease arose to determine whether a right was clearly established at a particular time.” Maj. op. at 709. I disagree that such an approach should inevitably be applied, and would consider pertinent authority from other jurisdictions in determining whether a constitutional right was clearly established at the time of the alleged violation. See, e.g., United States v. Bryant, 439 F.2d 642, 650 (D.C.Cir.1971) (<HOLDING>); Emmett v. Ricketts, 397 F.Supp. 1025, 1040-42 Options: A. holding that the failure of two government agencies to process a disclosure request within the time provisions of the foia was not in effect a denial of the request because those agencies were faced with an unpredictable backlog of requests that were being processed in chronological order B. holding that the government must provide the party seeking disclosure with a detailed index describing the documents the government claims are exempt from disclosure under foia C. holding that state and local government agencies were not persons under the fca D. holding that the duty of disclosure affects not only the prosecutor but the government as a whole including its investigative agencies E. holding that the disclosure is a public disclosure within the meaning of the fca if the the prior public disclosure contained enough information to enable the government to pursue an investigation against the defendant

assistant: The best answer is D. holding that the duty of disclosure affects not only the prosecutor but the government as a whole including its investigative agencies
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: Nothing in this Plan or an Award Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue employment or other service with the Company or any Subsidiary.

assistant: Employment
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 will pay a fee (the “ L/C Fee” ) in Dollars on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility on the Dollar Amount of such Letter of Credit, shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee in Dollars of 0.125% per annum on the undrawn and unexpired Dollar Amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit.

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 case excerpt and choose the best holding from the options. Case excerpt: fiduciary for the 401(k) Plan. (Defs.’ Mot. Dismiss 10.) The Investment Committee selected and monitored the 401(k) Plan’s investments. (401 (k) Plan § 8(b)(i).) Relying on Citigroup, Defendants argue that Morgan Stanley, MS & Co., the MS & Co. Board, and Mack were not fiduciaries with respect to Plaintiffs’ imprudence claim because they lacked any fiduciary duties to add or eliminate investment funds and lacked the authority to veto investment options. (Defs.’ Mot. Dismiss 10-12.) However, they were de facto fiduciaries of the Plans because Morgan Stanley, MS & Co., the MS & Co. Board, and Mack had the authority to determine whether to make contributions in either cash, or Company stock. In re Fannie Mae ERISA Litig., No. 09 Civ. 1350, 2012 WL 5198463, at *2 (S.D.N.Y. Oct. 22, 2012) (<HOLDING>); Morgan Stanley, 696 F.Supp.2d at 356-57; Options: A. holding that professionals who advised the plan were not fiduciaries because they had no decision making authority over the plan or plan assets also noting that the power to act for the plan is essential to status as a fiduciary B. holding defendants were fiduciaries because they had discretion to determine the extent of the companys annual contribution to the plan and whether the contribution would be made in stock or cash C. recognizing a right to contribution D. recognizing contribution in the appropriate case E. holding that the principal test of substantial contribution is extent of benefit to the estate

assistant: The best answer is B. holding defendants were fiduciaries because they had discretion to determine the extent of the companys annual contribution to the plan and whether the contribution would be made in stock or cash
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 of the provisions of this Agreement are determined to be invalid by a court, arbitrator, or government agency of competent jurisdiction, the Parties agree that such a determination shall not affect the enforceability of the other provisions herein.

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: Executive agrees that at all times following the termination of his employment, Executive will cooperate in all reasonable respects with the Company and its Affiliates in connection with (i) any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) brought by or against the Company or any of its Affiliates, or (ii) any audit of the financial statements of the Company or any Affiliate with respect to the period of time when Executive was employed by the Company or any Affiliate, in each case to the extent the Company reasonably deems Executive’s cooperation necessary. Executive shall be reimbursed for all out-of-pocket expenses reasonably incurred by Executive as a result of such cooperation. With respect to any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) brought against Executive in connection with his employment by the Company, the Company will honor, and proceed in accordance with, Paragraph 5 of this Agreement and its Certificate of Incorporation and Bylaws as in effect from time to time.

assistant: Cooperation
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 will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement; except that the Company shall bear and upon Purchaser’s request in the manner specified below, reimburse Purchaser for all of its reasonable out-of-pocket expenses incurred in connection with due diligence, the negotiation and preparation of this Agreement and undertaking of the transactions contemplated pursuant to this Agreement (including fees and expenses of attorneys, consultants and accounting and financial advisers incurred by or on behalf of Purchaser or its Affiliates in connection with the transactions contemplated pursuant to this Agreement) (the " Expense Reimbursement" ); provided that, if payable at any time other than in connection with a termination pursuant to Section 5.1, such Expense Reimbursement shall not exceed $10 million.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you receive a notification from 9gag that material made available by you on or through the services has been the subject of a notification of claimed infringement , then you will have the right to provide 9gag with what is called a `` counter notification . ''

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such self-insurance and deductibles and covering such risks as are customarily maintained by companies engaged in similar businesses and owning similar properties in locations where the Borrower or the applicable Restricted Subsidiary operates.

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: This Amendment, together with the Second Amended and Restated Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

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: have contributed to Farmland’s damages. This argument is insufficient to withstand Mid-America’s motion to dismiss for a number of reasons. First, neither Farmland’s complaint nor the KCC Order suggests that Mid-America’s violation of a tariff provision forms the basis of Farmland’s negligence per se claim. Additionally, Farmland has not cited any authority or presented any meaningful argument to support the proposition that a tariff violation can satisfy the “statute, ordinance, or regulation” element of a negligence per se claim. And, perhaps most importantly, the record of the KCC proceedings does not reveal that Farmland has exhausted its administrative remedies on this issue. See generally Grindsted Prods., Inc. v. Kan. City Power & Light Co., 21 Kan.App.2d 435, 901 P.2d 20 (1995) (<HOLDING>). Accordingly, the court will grant Options: A. holding that a plaintiff who proves a cause of action under 1981 may recover punitive damages where the plaintiff is entitled to an award of compensatory damages even if nominal B. holding plaintiff must move before public interests are involved to bring suit for ejectment but allowing single action for past present and future damages C. holding the kcc must first interpret a tariff before a plaintiff can bring an action in court seeking damages under 66176 D. holding that a plaintiff can seek statutory damages even in the absence of actual damages E. holding that the plaintiff could bring an action for negligent misrepresentation although the plaintiff could not sue on the contract because the contract was void

assistant: The best answer is C. holding the kcc must first interpret a tariff before a plaintiff can bring an action in court seeking damages under 66176
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitment has not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and Section 8.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitment or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: That leaves § 1336.05. Under this provision, a transfer constitutes a constructive fraudulent transfer with respect to the Debtor’s existing creditors (such as her medical providers) if it was made — as the Transfer was — for less than reasonably equivalent value, and if the debtor was insolvent at the time of the transfer or became insolvent as a result of the transfer. A crucial issue, therefore, is which party bears the burden of proof on the insolvency issue under Ohio law. Consistent with the general rule that the plaintiff bears the burden of proof on the elements of a cause of action, many courts in this district, including this Court, have held that the trustee bears the burden of proving the debtor’s insolvency at the time of the transfer. See Canyon Sys., 343 B.R. at 647 (<HOLDING>); Kovacs v. Berger (In re Berger), 2007 WL Options: A. holding that the government bears the burden of proof with respect to the issue of whether termination for default was justified B. holding that the trustee bears the burden of proof with respect to the issue of insolvency under ohio law C. holding that the defendant bears the burden under plainerror review D. holding that the plaintiff bears the burden of proof for all elements of section 523a15 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 B. holding that the trustee bears the burden of proof with respect to the issue of insolvency under ohio law
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: arise only after a duty has been found.”) (citations omitted). The D.C. Court of Appeals has acknowledged this criticism of D.C. negligence law, yet has continued to apply the analytical framework as is. See Beretta, 872 A.2d at 641 n. 4. Accordingly, the Court "appl[ies] the law of the District of Columbia as its own courts would apply it” and does not “second-guess the analytical framework those courts have erected.” Workman, 320 F.3d at 265. 11 . Workman opined that "the cases suggest a sliding scale: If the relationship between the parties strongly suggests a duty of protection, then specific evidence of foreseeability is less important, whereas if the relationship is not the type that entails a duty of protection, then the evidentiary hurdle is higher.” Workman, 320 F.3d at 264 (<HOLDING>). The Circuit referenced only the relationship Options: A. holding that physicians owed a duty to protect an infant against rhsensitization B. holding that contractor owed general negligence duty to thirdparty by dangerous condition contractor created on road C. holding that a general contractor owed no duty to an employee of a subcontractor to warn of dangers of electrocution D. holding that an international relief organization owed no duty to protect aid contractor from murder by thirdparty somalis E. holding that a contractor had no duty of care to a third party under a premises liability theory because the contractor was not a landowner or occupier but expressing no opinion as to whether the contractor owed a duty to the third party under general negligence principles because the third partys legal theory was restricted to premises liability

assistant: The best answer is D. holding that an international relief organization owed no duty to protect aid contractor from murder by thirdparty somalis
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: As of the Effective Date, this Agreement, together with the Employee Confidentiality and Covenant Agreement, constitutes the final, complete, and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any member of the Digital Group. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

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: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF WHICH THE COMPANY HEREBY EXPRESSLY ELECTS TO APPLY TO THIS AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. THE COMPANY AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR ARISING OUT OF THIS AGREEMENT SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.

assistant: Applicable 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this service is controlled and operated by viber media , s.à r.l. , a société à responsabilité limitée incorporated under the laws of the grand duchy of luxembourg , with registered office at 2 , rue des fossé , l-1536 luxembourg , grand duchy of luxembourg , and registered with the trade and companies register of luxembourg .

assistant: None