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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders shall have received (i) the audited consolidated and unaudited consolidating financial statements of the Company for the December 31, 2014, December 31, 2015 and December 31, 2016 fiscal years and (ii) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

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: The Company has delivered to Buyer balance sheets as of December 31, 2015 and 2014, and May 31, 2016; and statements of income for the twelve months ending December 31, 2015 and 2014, and five months ended May 31, 2016 (the “ Financial Information ”). The Company’s Financial Information presents fairly, in all material respects, the financial position, results of operations and changes in financial position of the Business at the dates or for the periods set forth therein, as the case may be. The “actual results” set forth in that certain Letter of Intent by and among Buyer, the Company and Sellers, dated June 6, 2016, are accurate in all respects.

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: The execution, delivery and performance by Holdings, each Borrower and each of the Subsidiary Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the Transactions (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by Holdings, each Borrower and each of the Subsidiary Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by laws of Holdings, either Borrower or any Subsidiary Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any post-petition agreement to which Holdings, either Borrower or any Subsidiary Loan Party is a party or by which any of them or any of their property is or may be bound or (ii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings, either Borrower or any Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens.

assistant: Authorizations
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: furthermore , by using the service , you affirm that either you are at least 18 years of age or have been authorized to use the service by your parent or guardian who is at least 18 years of age .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business (except as such would otherwise reasonably expire, be abandoned or permitted to lapse in the ordinary course of business), and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent a failure to comply with this Section 5.03 would not reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, or any business, field or enterprise reasonably related, similar, ancillary, complimentary or incidental thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd )Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: into Execution ... all other Powers vested by this Constitution in the Government of the United States.” Although other circuits have held that the combined effect of these provisions does not permit Congress to regulate “pure” state or local elections, see Bowman, 636 F.2d at 1011, elections in which federal and state candidates are on the same ballot are properly subject to federal regulation. Ibid, (observing that “Congress may regulate any activity which exposes the federal aspects of the election to the possibility of corruption, whether or not the actual corruption takes place and whether or not the persons participating in such activity had a specific intent to expose the federal election to such corruption or possibility of corruption”); see also McCranie, 169 F.3d at 727 (<HOLDING>). Under the Elections Clause, Congress is Options: A. holding that the contracts clause article i section 10 clause 1 to the united states constitution does not apply to the actions of the federal government B. holding no violation of federal establishment clause C. holding that elections clause and the necessary and proper clause combine to provide congress with the power to regulate mixed federal and state elections even when federal candidates are running unopposed D. holding that state court could regulate the practice of law in federal courts located in the state E. holding that the power to regulate the business of another and especially of a competitor is a denial of rights safeguarded by the due process clause

assistant: The best answer is C. holding that elections clause and the necessary and proper clause combine to provide congress with the power to regulate mixed federal and state elections even when federal candidates are running unopposed
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: None of the Company, any of its Affiliates, or any person acting on behalf of the Company or any of its Affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the Share Issuance in a manner which would require the registration of the Common Shares under the 1933 Act.

assistant: Integration
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: prescribe the type of appellate process allowed once a party comes to court. And considering that many administrative proceedings are appealed to the district court under standards that do not provide for a hearing de novo in the district court, this Court cannot say that the standard of review under Section 73-2-21(E) is inherently inadequate. See NMSA 1978, § 39-3-1.1 (1999), cross-references (listing scores of different types of decisions that qualify for this standard of review). We conclude, therefore, that Owners’ constitutional right of access to the courts and constitutional right to appeal are not substantially impacted by Section 73-2-21(E) and that rational basis review rather than intermediate scrutiny applies. See Wagner, 2005-NMSC-016, ¶ 18, 137 N.M. 734, 114 P.3d 1050 (<HOLDING>). This is particularly true inasmuch as Owners’ Options: A. holding that rational basis review applied to a workers compensation statute limiting attorney fees where the appellants did not establish that the statutory fees were so low so as to prevent litigants from being meaningfully represented in court B. holding that bank was entitled to attorney fees on appeal when agreement did not prohibit such fees C. holding proper basis for award of fees D. holding that chanenge to the amount of attorney fees was not preserved for appeal where appellants objection challenged only the entitlement to fees E. holding because an award of attorney fees is discretionary court may consider attorney fees in relation to the underlying equities in the case

assistant: The best answer is A. holding that rational basis review applied to a workers compensation statute limiting attorney fees where the appellants did not establish that the statutory fees were so low so as to prevent litigants from being meaningfully represented in 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 case excerpt and choose the best holding from the options. Case excerpt: to elicit 'cooperation' ”). 18 . 372 U.S. 528, 83 S.Ct. 917, 9 L.Ed.2d 922 (1963). 19 . See id. at 530-34, 83 S.Ct. 917. 20 . Id. at 534, 83 S.Ct. 917. 21 . The Arizona case that the State attempts to analogize to this one, State v. Jones, 188 Ariz. 534, 937 P.2d 1182 (App.1996), is inapposite. The trial court jailed the witnesses in Jones only after they failed to honor their subpoenas and released them after they testified. See id. at 1194. Unlike Raphael, the defendant in Jones presented no evidence that the violation of the witnesses’ due process rights affected their testimony. See id. at 1194-95. 22 . Chapman v. California, 386 U.S. 18, 24, 87 S.Ct. 824, 17 L.Ed.2d 705 (1967), partially overruled by Brecht v. Abrahamson, 507 U.S. 619, 622, 113 S.Ct. 1710, 123 L.Ed.2d 353 (1993) (<HOLDING>). 23 . Brecht v. Abrahamson, 507 U.S. at 629, Options: A. holding that trial court must determine whether fifth amendment violation was harmless beyond a reasonable doubt B. holding that in order to conclude that federal constitutional error is harmless court must find that error harmless beyond a reasonable doubt C. holding that federal appellate courts are authorized to engage in constitutional harmless error analysis in the first instance when a state appellate court does not undertake such an analysis and that such error must be harmless beyond a reasonable doubt D. holding that harmless beyond a reasonable doubt analysis not applicable in habeas cases E. holding that beyond reasonable doubt standard not required in termination cases

assistant: The best answer is D. holding that harmless beyond a reasonable doubt analysis not applicable in habeas cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has full power, capacity and authority to execute this Agreement and all other agreements and documents contemplated hereby to which it is or will be a party. The execution and delivery of this Agreement and such other agreements and documents by Company and the consummation by Company of the transactions contemplated hereby has been duly authorized by the Company and its board of directors, and no other action on the part of the Company is necessary to authorize the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company, enforceable in accordance with its terms.

assistant: Authorizations
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: counsel files a motion seeking payment of attorney’s'-fees or extraordinary compensation, the motion must specify whether the JAC objects to any portion of the billing or to the sufficiency of the documentation, and the motion must include the JAC?s letters stating its objection. § 27.5304(12)(a)2., Fla. Stat. The attorney bears the burden to prove the entitlement to attorney’s fees, costs, or related expenses. Id, * at § 27.5304(12)(b)(l). First, the trial court must determine whether “counsel has proved by competent and substantial evidence that the case required extraordinary and unusual efforts.” Just. Admin. Comm’n v. Lenamon, 19 So.3d 1158, 1162 (Fla. 2d DCA 2009) (quoting § 27.5304(12)(d), Fla. Stat. (2007)); accord Makemson v. Martin Cty., 491 So.2d 1109, 1115 (Fla. 1986) (<HOLDING>).' The trial court is required to make findings Options: A. recognizing that in the united states it has been held that a court has the inherent power to change venue without reliance on constitutional or statutory authority when necessary to assure a fair trial B. recognizing that court has inherent power to control the judicial business before it C. holding that trial court has inherent power to allow in extraordinary and unusual cases a departure from statutory fee guidelines when necessary D. recognizing inherent power of supreme court independent of statutory authority to punish for contempt of court E. recognizing inherent power of courts of appeals

assistant: The best answer is C. holding that trial court has inherent power to allow in extraordinary and unusual cases a departure from statutory fee guidelines when necessary
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: witnesses, and a jury trial.” As the rights to counsel, confrontation, and trial are guaranteed by both the federal and state constitutions, Appellant urges that we should apply strict scrutiny to the amendment. However, this is not the proper analysis. When analyzing a substantive due process claim, a court must first craft “a careful description of the asserted right” in order to “narrowly frame the specific” issue before it so as not to “stray into broader constitutional vistas than are called for by the facts of the case at hand.” Moore, 410 F.3d at 1344 (quotations omitted). Additionally, the fact that a statute may have an indirect effect on a fundamental right does not subject it to strict scrutiny. See id.; McGuire v. Montgomery, 2013 WL 1336882, at *11 (M.D.Ala. Mar. 29, 2013) (<HOLDING>); In re San Juan Dupont Plaza Hotel Fire Options: A. recognizing that the right to marry is of fundamental importance for all individuals B. holding that inperson reporting requirements in iowa sex offender registry statute did not infringe on right to interstate travel C. holding that sex offender registration statute did not infringe on the appellants fundamental right to marry and carry on relationships because it did not directly regulate the family relationship even though it had the result of preventing appellant from living with his mother or wife since they did not reside at a compliant address D. recognizing a fundamental right to marry E. holding that sex offender registration and notification do not constitute punishment

assistant: The best answer is C. holding that sex offender registration statute did not infringe on the appellants fundamental right to marry and carry on relationships because it did not directly regulate the family relationship even though it had the result of preventing appellant from living with his mother or wife since they did not reside at a compliant address
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 payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Taxes or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3 ) (collectively a “ Tax Indemnitee ”) for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including, without limitation, any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16 ) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.

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 legal provision and list the applicable contract clause categories. Provision: Submission by Landlord of this instrument to Tenant for examination or signature does not constitute a reservation of or option for lease. This Lease will be effective as a lease or otherwise only upon execution and delivery by both Landlord and Tenant. The terms and conditions of this Lease represent the result of negotiations between Landlord and Tenant, each of which were represented and/or had the opportunity to be represented by independent legal counsel and neither of which has acted under compulsion or duress; consequently, the normal rule of construction that any ambiguity be resolved against the drafting party shall not apply to the interpretation of this Lease or of any exhibits, addenda or amendments hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 10.2. EACH OF THE BORROWER AND THE LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT EITHER THE BORROWER OR THE LENDER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER AND THE LENDER, EACH ON ITS OWN BEHALF, HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to adjudicate plaintiffs claims because plaintiff “does not allege, and cannot demonstrate, that his conviction has been reversed or set aside upon grounds of innocence.” Def.’s Mot. 4. To support its argument, defendant quotes 28 U.S.C. § 1495: “ ‘[t]he United States Court of Federal Claims shall have jurisdiction to render judgment upon any claim for damages by any person unjustly convicted of an offense against the United States and imprisoned.’ ” Id. (quoting 28 U.S.C. § 1495). Defendant then states that “[f]or the Court of Federal Claims to have jurisdiction pursuant to [Section 1495, a plaintiff must allege that his conviction has been reversed or set aside for one of the reasons listed in [Section] 2513.” Def.’s Mot. 4 (citing Salman v. United States, 69 Fed.Cl. 36, 39 (2005) (<HOLDING>)). Defendant argues that plaintiff “has failed Options: A. holding that section 311034 does not make section 890041 jurisdictional B. holding 2513 to be jurisdictional and therefore must be strictly construed C. holding that section 1495 does not stand alone and must be read in conjunction with section 2513 D. holding that section 1397k should be read to preserve state law claims E. holding 362h should be construed more broadly than its literal language and should be read in conjunction with all of 362

assistant: The best answer is C. holding that section 1495 does not stand alone and must be read in conjunction with section 2513
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, the Chairman shall serve as Chairman of the Board in a non-executive capacity and shall not be either an employee or officer of the Company. The Chairman may serve on one or more committees of the Board consistent with this Section 2. During the Term, the Chairman shall, in a manner consistent with applicable legal and corporate governance standards: (a) regularly attend and preside at Board meetings, (b) chair the annual meeting of the Company’s stockholders, (c) be eligible to serve on such committees of the Board as may be requested by the Nominating and Corporate Governance Committee of the Board, subject to applicable independence standards pursuant to applicable law and listing exchange regulations, (d) serve as a member of the Board of Directors for NameJet, LLC, DMIH Limited, United TLD Holdco Limited and Rightside Domains Europe Limited, (e) advise the Company’s Chief Executive Officer on projects for strategy, corporate development, business development and/or marketing and (f) provide investor relations services.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (together with Appendix A hereto) embodies all of the representations, warranties, covenants, understandings and agreements between the Parties relating to Executive’s employment with the Company. No other representations, warranties, covenants, understandings, or agreements exist between the Parties relating to Executive’s employment. This Agreement shall supersede all prior agreements, written or oral, relating to Executive’s employment. This Agreement may not be amended or modified except by a writing signed by the Parties.

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: the form indicates that the request was denied for insufficient funds, it was never signed by prison personnel. And while the balance of Mr. Kennedy’s account was sufficient to cover the forty-eight dollar money order, his Inmate Banking History reflects no attempt to process the purported transaction. In short, there simply is no evidence to substantiate Mr. Kennedy’s claim of malfeasance on the part of CDOC officials. On the other hand, there is ample evidence demonstrating that the court gave Mr. Kennedy an adequate opportunity to comply with the fee order, and that he failed to do so within the time allowed. Given these circumstances, the district court’s dismissal of Mr. Kennedy’s claim comports with the requirements of the PLRA. See In re Smith, 114 F.3d 1247, 1251 (D.C.Cir.1997) (<HOLDING>). We are therefore unable to say the district Options: A. recognizing that failure to pay an initial partial filing fee may result in dismissal of a prisoners action under the plra B. holding that a partial failure of consideration can support a claim for breach of contract C. holding that the defendants could not be held in contempt for failure to pay more than the fee cap amount because the court cannot order the djefendants to violate an act of congress to pay the total award D. recognizing impraeticality of requiring fee application before dismissal E. holding dismissal for failure to comply with rule 8 was dismissal of entire action which was appealable final order

assistant: The best answer is A. recognizing that failure to pay an initial partial filing fee may result in dismissal of a prisoners action under the plra
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: By accepting this Award of Restricted Stock Units, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature, is established voluntarily by the Company, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

assistant: Amendments
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 indemnification payments made by any party under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law. The Buyer’s right to indemnification or other remedy based on the representations, warranties, covenants and agreements of the Sellers contained herein will not be affected by any investigation conducted by the Buyer with respect to, or any knowledge acquired by the Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The rights and remedies provided in this Article VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

assistant: Miscellaneous
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 Unvested Units shall vest as of the date a Change in Control occurs and be issued as soon as administratively possible so long as with respect to any amounts that the Company determines to be deferred compensation within the meaning of Section 409A of the Code, such Change in Control qualifies as a “change in the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company within the meanings ascribed to such terms in Treasury Department regulations or other guidance issued under Section 409A of the Code.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York. This Release is binding on the successors and assigns of Executive. If any dispute arises under this Release, Executive hereby submits to and consents to the exclusive jurisdiction of the State of New York and agrees that such litigation will be conducted only in the courts of the State of New York.

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: The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as Chief Financial Officer and Executive Vice President of the Company and the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with his position as are set forth in the Company’s or the Bank’s Bylaws or assigned by the Company’s or the Bank’s board of directors (collectively, the “Board”) from time to time. The Executive shall devote his full business time, attention, skill and efforts to the performance of his duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with Bank policy. The Executive may devote reasonable periods to service as a director or advisor to other organizations, to charitable and community activities, and to managing his personal investments, provided that such activities do not materially interfere with the performance of his duties hereunder and are not in conflict or competitive with, or adverse to, the interests of the Company or the Bank. The Executive agrees to conduct himself in accordance with the code of ethics for officers and employees adopted by the Employer, as amended from time to time.

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: Notwithstanding any provision in this Agreement to the contrary , in the event of a Change in Control, the applicable provisions of Section 20 of the Plan shall govern the treatment of your outstanding Share Units as provided therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND C ONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

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: Each of the Company and the Purchaser (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court, the New York state courts and other courts of the United States sitting in New York, New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, and agrees not to assert in any such suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and the Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other manner permitted by law.

assistant: Jurisdictions
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 Guarantor shall engage in any transaction, other than a transaction contemplated hereunder, which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, the Loan Agreement or the other Loan Documents) to be a non-exempt prohibited transaction under ERISA.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: decision in Goodman and recognized that Minnesota’s personal injury limitations period governed section 1981 actions. See Rhodes, 709 F.Supp. at 168; Rice, 677 F.Supp. at 612. In Rhodes, the court acknowledged that the courts of this district had applied the two-year statute of limitations for section 1983 claims following the Supreme Court’s decision in Wilson. See Cook v. City of Minneapolis, 617 F.Supp. 461, 463-65 (D.Min 615 (8th Cir.1995) (analogizing section 1983 claims and section 1981 claims with claims brought under Title VI of the Civil Rights Act of 1964 and Title IX of the Education Amendments of 1972, and recognizing that in Minnesota, section 1983 claims are governed by the six-year limitations period); see also Berg v. Groschen, 437 N.W.2d 75, 76-77 (Minn.Ct.App.1989) (<HOLDING>). Although Owens only speaks to section 1983 Options: A. recognizing that owens clarified wilson and designating the sixyear limitations period in section 54105 subd 15 as the applicable limitations period for section 1983 claims B. holding that the limitations period in section 13 214a takes precedence over the limitations period for personal injuries found in section 13 202 of the code C. holding that placement of a contractual limitations period in a section entitled claims was reasonable D. holding the sixyear limitations period begins to run upon date that payment is made E. holding that the statute of limitations for 1983 claims is the most closely analogous state limitations period for general personal injury claims

assistant: The best answer is A. recognizing that owens clarified wilson and designating the sixyear limitations period in section 54105 subd 15 as the applicable limitations period for section 1983 claims
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 you are resident or provide services outside the United States, you agree to repatriate all payments attributable to Shares and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations in your country of residence (and country of service, if different). In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and/or regulations in your country of residence (and country of service, if different). Finally, you agree to take any and all actions as may be required to comply with your personal obligations under local laws, rules and/or regulations in your country of residence and country of service, if different).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tardiness without prejudice. Id. at 911-12 (noting that indemnitee did not lack timely notice of the underlying action). The court ruled that a twenty-month delay in seeking indemnity and a three-year delay in filing a third-party complaint against the indemnitor did not preclude recovery. Id. Here, taking all facts and inferences in the light most favorable to Duncan-Williams, the Moving Defendants knew of the suit at least as early as October 2004. PL’s Facts ¶ 10 (noting a deposition by Borgosz in the Vest action on October 1, 2004). If the bonds defaulted in September 2003 as alleged, the Moving Defendants were on notice of the suit at most thirteen months after the bond default, and therefore the timing of the suit did not cause prejudice. Cf. Ex parte Jones, 939 So.2d, at 917-18 (<HOLDING>). b. Alabama Law Does Not Permit Options: A. holding that a duty not to cause injury to another by ones negligent act is too broad to serve as a basis for permitting indemnity of an employer to a third party B. holding that an indemnitee must be proven to be free of negligence in order to receive indemnity either under a general indemnity agreement or under implied indemnity C. holding that an indemnity provision need not be valid and enforceable to trigger obligations under the contract so long as the parties agreed to indemnity D. holding that reinsurance is a mere contract of indemnity E. holding that a party that settled but failed to immediately notify a third party of indemnity claims did not waive indemnity claims

assistant: The best answer is E. holding that a party that settled but failed to immediately notify a third party of indemnity claims did not waive indemnity claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Notes in a manner that would require the registration under the Securities Act of the sale of the Notes or that would be integrated with the offer or sale of the Notes for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction .

assistant: Integration
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 executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. All of such counterparts shall be read as though one, and they shall have the same force and effect as though all the signers had signed a single page. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

assistant: Counterparts
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: or which are otherwise known or available to the reader or listener as a member of the public. From v. Tallahassee Democrat, Inc., 400 So.2d 52, 57 (Fla. 1st DCA 1981). Mixed expression of opinion occurs when an opinion or comment is made which is based upon facts regarding the plaintiff or his conduct that have not been stated in the article or assumed to exist by the parties to the communication. Id. Thus, a statement is not protected as pure opinion if it implies the existence of undisclosed defamatory facts as its basis. LRX, Inc. v. Horizon Assocs. Joint Venture, 842 So.2d 881, 885 (Fla. 4th DCA 2003); Stembridge v. Mintz, 652 So.2d 444, 446 (Fla. 3d DCA 1995) (quoting Restatement (Second) of Torts § 566 (1977)); see also Madsen v. Buie, 454 So.2d 727, 729 (Fla. 1st DCA 1984) (<HOLDING>). In addition, if the “facts” upon which the Options: A. recognizing a distinction between pure opinion which does not imply that it is based upon undisclosed facts and mixed opinion which implies that it is based upon facts which justify the opinion but are unknown to those reading or hearing it B. holding that plaintiffs failure to notify attorney of receipt of right to sue letter and failure to confirm that the attorney had received the letter did not warrant the application of equitable tolling C. holding that courts must examine the facts surrounding the publication the context in which the statements were made and the nature of the language used D. holding that the trial court did not err in precluding crossexamination of police officer as to statements made during an internal police investigation because the purpose for which such testimony was sought was pure speculation which has no support in the record E. holding that statements made in a letter to the editor regarding a psychologists behavior modification techniques were not pure opinion because the letter might reasonably be understood to imply the assertion of undisclosed facts

assistant: The best answer is E. holding that statements made in a letter to the editor regarding a psychologists behavior modification techniques were not pure opinion because the letter might reasonably be understood to imply the assertion of undisclosed facts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties hereto in relation to the subject matter hereof. Any prior written or oral negotiations, correspondence, or understandings relating to the subject matter hereof shall be superseded by this Agreement and shall have no force or effect. The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Purchaser.

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 Executive will perform such duties and services for the Company as may be designated from time to time by the Board of Directors (the “Board”) and the Chief Executive Officer of the Company. The Executive agrees to serve the Company faithfully and to the best of his ability under the direction of the Board and to carry out the functions typically performed by a Chief Financial Officer. The Executive further agrees to perform such duties in accordance with the general fiduciary duties of officers and directors arising under the Delaware General Corporation Law. The Executive is expected and required to devote substantially all of his time and attention during normal business hours to the affairs of the Company and/or its subsidiaries.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: because live , local , and any other crowd-sourced services are inherently public and chronicle matters of public interest , the license you grant us for content submitted to those services is broader .

assistant: None