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: Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.

assistant: Definitions
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 Committee represents and warrants that the Committee was directed by the Committee Members to enter into this Agreement, and the Committee supports the Restructuring subject to the terms of the Term Sheet. Each Committee Member Party represents and warrants, severally, that such Committee Member Party is supportive of the Restructuring, subject to the terms of the Term Sheet.

assistant: Warranties
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 be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries own, or have rights to use under license, all patents, patent applications, trademarks (whether registered or unregistered), trade dress (whether registered or unregistered), trademark applications, service marks (whether registered or unregistered), trade names (whether registered or unregistered), trade secrets, know-how, inventions, processes, formulas, recipes, methods of manufacture, data, copyrights, works of authorship, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports (in the Form 10-K for the year ended December 31, 2015 and thereafter) and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are valid and enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company, being threatened, against the Company or its Subsidiaries regarding its Intellectual Property Rights or the Company’s use or exercise thereof. The Company has not received any claim for royalties or other compensation from individuals, including employees or former employees of the Company who have made or are alleged to have made inventive contributions to the Company’s technology or products, that are pending or unsettled and, except as set forth in the SEC Reports (in the Form 10-K for the year ended December 31, 2015 and thereafter), the Company has no obligation to pay royalties or other compensation to any such individuals. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties and the Intellectual Property Rights therein, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that if any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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 case excerpt and choose the best holding from the options. Case excerpt: whether to order the prisoner’s removal in this category of cases, ‘it follows that such a case may proceed without attendance by the prisoner-parent.’ ” (In re Jesusa V., supra, 32 Cal.4th at p. 599.) Counsel could have rightly perceived that the court was not under a mandatory obligation to order father’s removal, and thus any objection to proceeding without him would have been futile. 2. Findmg of Intent to Abandon Under Section 7822 Father also contends the trial court erred because it could not terminate his parental rights without a finding of intent to abandon under section 7822. Father argues that, without this finding, there was no showing of parental unfitness as required by Adoption of Kelsey S. (1992) 1 Cal.4th 816, 849 [4 Cal.Rptr.2d 615, 823 P.2d 1216] (Kelsey S.) (<HOLDING>). As we explain in part 1. of the Discussion, Options: A. holding that due process allows parental rights to be terminated only upon clear and convincing evidence of unfitness B. holding due process was violated by the automatic rejection of an unwed fathers custodial relationship without granting the father opportunity to present evidence regarding his fitness as a parent C. holding that a father who impregnated his childs mother in the usual and customary manner after signing a preconception agreement to forego parental responsibilities was not merely a sperm donor and thus was not statutorily bound to give away his parental rights D. holding that petitioner could maintain his action seeking parental rights and responsibilities under rsa chapter 461a notwithstanding his lack of biological relationship to the child so long as he alleges sufficient facts to establish his status as a parent by other means E. holding that if an unwed father promptly comes forward and demonstrates a full commitment to his parental responsibilities emotional financial and otherwise his federal constitutional right to due process prohibits the termination of his parental relationship absent a showing of his unfitness as a parent

assistant: The best answer is E. holding that if an unwed father promptly comes forward and demonstrates a full commitment to his parental responsibilities emotional financial and otherwise his federal constitutional right to due process prohibits the termination of his parental relationship absent a showing of his unfitness as a parent
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: 576 F.2d at 564, our Court of Appeals elected to “stand with the vast majority of courts of appeals and hold that the receipt of Hill-Burton construction funding, Medicare and Medicaid funds, and the existence of tax exemption, as well as state licensing requirements for nonprofit hospitals, do not constitute state action under 42 U.S.C. § 1983.” Four years later, the Supreme Court in Blum reached the same conclusion, holding that despite the state’s subsidization of the operating and capital costs of nursing homes, payment of the medical expenses of more than ninety percent of the nursing homes’ residents, and licensing of the facilities, the state was still not responsible for the nursing homes’ decisions. See also, e.g., Rockwell v. Cape Cod Hosp., 26 F.3d 254, 258 (1st Cir.1994) (<HOLDING>). Based on this abundance of case law, we find Options: A. holding that a college received federal funds where the funds were granted to its students as financial aid rather than directly to the college because the language of the section does not distinguish between direct and indirect receipt of federal funds B. holding that medicaid and medicare funds are subject to levy and that even if the inability to pay was the result of government regulation it would not excuse the tax liability C. holding that government regulation even extensive regulation and the receipt of federal funds such as medicare medicaid and hillburton funds are insufficient to establish that a hospital or other entity acted under color of state law D. holding that private hospital and physicians who involuntarily committed plaintiff under massachusetts statute were not state actors noting that state regulation even if extensive and receipt of federal funds do not establish state action E. holding that a federal regulation did not create privity of contract between the plaintiff and the government

assistant: The best answer is C. holding that government regulation even extensive regulation and the receipt of federal funds such as medicare medicaid and hillburton funds are insufficient to establish that a hospital or other entity acted under color of state 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: This suggests that McLeodUSA likewise no longer should be considered a significant competitor in the Omaha marketplace. We also note record evidence that Integra, which had been contemplating entry into the Omaha market, abandoned its plans to do so after the Commission issued the Qwest Omaha Forbearance Order. 25 FCC Rcd. at 8640-41, ¶ 34 (footnotes omitted). The Commission acknowledged that “multiple factors” could explain this decline and that it was “beyond the scope of this proceeding to estimate the extent of competition in Omaha today.” Id. at 8640 n. 105, 8641, ¶ 34. However, the Commission was entitled to consider this new data as probative of the soundness (or lack thereof) of its prior conclusions. See George E. Warren Corp. v. U.S. EPA, 159 F.3d 616, 626-27 (D.C.Cir.1998) (<HOLDING>), amended on other grounds by 164 F.3d 676 Options: A. holding it is not arbitrary and capricious to request additional evidence of continuing disability B. holding that it was not arbitrary and capricious for an agency to change course when one of its basic assumptions in earlier rulemaking was contradicted by new data C. holding that any alteration to agency action can be held arbitrary and capricious if the agency does not satisfactorily explain its reason for the alteration D. holding that the circuit court was not authorized to overturn state agencys decision where the sanction was lawful authorized and within the discretion of the agency and it was not shown to be arbitrary or capricious E. holding that regulations promulgated pursuant to an express congressional grant of rulemaking authority will be upheld unless they are arbitrary capricious or manifestly contrary to the statute

assistant: The best answer is B. holding that it was not arbitrary and capricious for an agency to change course when one of its basic assumptions in earlier rulemaking was contradicted by new data
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: To the extent transferable, Assignees shall be and are hereby subrogated to all covenants and warranties of title by parties (other than Assignors or their Affiliates) heretofore given or made to Assignors or their predecessors in title with respect and to the extent applicable to the Purchased Assets.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and the other Consolidated Parties own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the knowledge of any Responsible Officer of any Consolidated Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any other Consolidated Party infringes upon any rights held by any other Person, except for such infringements that would not have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.18 , no claim or litigation regarding any of the foregoing is pending or, to the knowledge of any Responsible Officer of any Consolidated Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual Property
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: 1 . See Tex. Lab.Code § 417.002. Goudeau raised no objection to USF & G's intervention in his pleadings or summary judgment response. 2 . 243 S.W.3d 1, 10. The portion of the court of appeals’ judgment affirming summary judgment against Goudeau's former wife Tasha, see id. at 5-6, has not been appealed. 3 . Fies Hawai’i 117, 883 P.2d 38, 53 (1994) (finding coverage as occupancy if insured vehicle "started the chain of events” that resulted in injury). 13 . See Torres v. Travelers Indem. Co., 171 N.J. 147, 793 A.2d 592, 593 (2002) ("[I]n order to obtain UM coverage where occupancy is in issue, a plaintiff is required to establish a substantial nexus between the insured vehicle and the injury sustained.”). 14 . See Genthner v. Progressive Cas. Ins. Co., 681 A.2d 479, 482 (Me.1996) (<HOLDING>); Sayers v. Safeco Ins. Co. of Am., 192 Mont. Options: A. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle B. holding that the physical contact needed to support a direct claim against an uninsured motorist carrier pursuant to nc gen stat 2027921 existed where the physical contact arose between the hitandrun vehicle and plaintiffs vehicle through intermediate vehicles involved in an unbroken chain collision which involved the hitandrun vehicle C. holding attempt to apprehend hitandrun driver was directly and reasonably related to the operation and use of the insured vehicle D. holding that the term strike as used in a contractual definition of hitandrun coverage required physical contact between the hitandrun vehicle and the insured vehicle E. holding that probable cause exists when the facts and circumstances known to the police officer and of which he has reasonably trustworthy information are sufficient to warrant a prudent man in believing that the accused had committed or was committing an offense in situations where the arresting officer has not observed the operation of the vehicle such facts and circumstances would necessarily have to include a relationship between the time there was evidence to show the influence of intoxicants and the time of operation of the vehicle internal citations omitted

assistant: The best answer is C. holding attempt to apprehend hitandrun driver was directly and reasonably related to the operation and use of the insured vehicle
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 evidence in the record compels a reasonable factfinder to conclude that the [BIA’s] decision is incorrect.” Id. Purely legal questions, including jurisdictional questions, are reviewed de novo. See Taslimi v. Holder, 590 F.3d 981, 984 (9th Cir.2010). III. ASYLUM To qualify for asylum, an applicant must file her application within one year after arrival in the United States. 8 U.S.C. § 1158(a)(2)(B). The limitations period will be tolled if the applicant can establish changed circumstances that materially affect her eligibility for asylum. 8 U.S.C. § 1158(a)(2)(D); 8 C.F.R. § 208.4(a)(4)(i). Contrary to the government’s argument, we have jurisdiction to review an agency’s changed circumstances determination. See Ramadan v. Gonzales, 479 F.3d 646, 648 (9th Cir.2007) (per curiam) (<HOLDING>). Petitioners argue that Sael v. Ashcroft, 386 Options: A. holding question of law applied to undisputed facts reviewed de novo B. recognizing that this court reviews de novo the trial courts interpretation and application of a statute to undisputed facts C. recognizing the issue may be decided as a question of law if the facts are undisputed and support only one inference D. holding that when the facts of a robbery are undisputed the imposition of the enhancement is a question of the application of the guidelines to be reviewed de novo E. holding that the real id act restored jurisdiction over the changed circumstances question because this question involved the application of a statutory standard to undisputed facts

assistant: The best answer is E. holding that the real id act restored jurisdiction over the changed circumstances question because this question involved the application of a statutory standard to undisputed 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: The Company and its affiliates shall be entitled to require a cash payment (or other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting and/or payment of the RSUs and/or the Dividend Equivalents. The Company shall have no obligation to make any payment in any form under this Agreement or under any RSU or Dividend Equivalent issued in accordance herewith unless and until such tax obligations have been satisfied.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Your starting annual base salary will be $850,000 , less applicable taxes, deductions and withholdings. This base salary will be reviewed annually as part of our performance review process and will increase commensurate with your performance, as assessed by management.

assistant: Base Salary
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: nintendo may change the terms and conditions of this agreement at any time so far as this is necessary or helpful to enhance the service or to adapt it to reflect changes in technical or legal requirements .

assistant: Unilateral change
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: was in the ordinary course of Vision’s business. Once the First Agreement was assumed, Vision issued the Certificate of Final Acceptance acknowledging that all work under the Original Agreement was completed. Accordingly, as of that date the Assel Mill was deemed to be complete. The Second Agreement dealt not with the building of the Assel Mill but only with the servicing of the Assel Mill. It is not unusual for a company to maintain and repair its facilities. That is done in the ordinary course of business in Vision’s or any other industry. Once a capital improvement is deemed to be complete, costs associated with maintaining and repairing that improvement are generally ordinary course of business expenses. See, e.g., Harrison v. Estate of Deutscher, 115 B.R. 592, 599 (M.D.Tenn.1990) (<HOLDING>); In re Morning Star Ranch Resorts, 64 B.R. Options: A. holding that spying on ones spouse does not constitute use of an extension phone in the ordinary course of business for purposes of title iii B. holding that monitoring telephone calls is in the ordinary course of business where the employer has reason to suspect an employee of disclosing confidential information to business competitor C. holding that the debtors deposit of funds was not in the ordinary course of business and was for the purpose of creating a setoff right for the bank D. holding that boat repair was done in the ordinary course of business of river transportation company E. holding that a purchaser of a vehicle was a buyer in the ordinary course of business even though the car dealer did not provide the certificate of title at the time of the sale

assistant: The best answer is D. holding that boat repair was done in the ordinary course of business of river transportation company
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: Borrower will maintain, at its sole cost and expense, public liability insurance, third party property damage insurance, replacement value insurance on the Collateral, and all insurance required under the Contracts, under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times customary for businesses of this type and satisfactory to Lender in its commercially reasonable judgment. At Lender’s request, policies covering the Collateral shall name Lender as an additional insured (as to liability coverage) and “lender loss payee” (as to casualty and property coverage), as its interests may appear, and shall contain such other provisions as Lender may reasonably require to fully protect Lender’s interest in the Collateral and to any payments to be made under such policies. Lender shall have the right, in the name of Lender or Borrower, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

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: Notwithstanding the return or destruction of Confidential Information, Company and its Representatives shall continue to be bound by the obligations hereof. 12. This Agreement shall commence as of the Effective Date and shall terminate one (1) year thereafter, unless earlier terminated upon 30 days written notice to the other Party; provided, however, that the duties set forth in paragraphs 9 and 13 shall survive for the periods set forth in paragraphs 9 and 13 and the Company’s duties and obligations to protect Confidential Information disclosed during the term (or any extension) of this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years. Notwithstanding the foregoing, Company’s duties and obligations to protect a trade secret disclosed hereunder shall survive the termination or expiration of this Agreement indefinitely. The expiration of the Non-Solicitation Period will not terminate or otherwise affect any of the other provisions of this Agreement.

assistant: Yes
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: merits. See, e.g., Tefft v. Seward, 689 F.2d 637, 639 (6th Cir.1982) (“The thrust of Rule 15 is to reinforce the principle that cases should be tried on their merits rather than the technicalities of pleadings.”). And, in furtherance of this principle, we have, on rare occasion, allowed Rule 15 amendments after judgment is entered. Nevertheless, it does not appear that we have ever allowed an amendment to a § 2255 motion after the § 2255 motion is denied. We need not determine whether the allowance of such an amendment is permissible here because the motion to amend is futile and would be barred even if it were timely. Oleson’s proposed amendment is subject to the § 2255 one-year statute of limitations affirmative defense. See Dunlap v. United States, 250 F.3d 1001, 1004 (6th Cir.2001) (<HOLDING>). Oleson’s July 24, 2000 amendment is not Options: A. holding that the oneyear bar contained in 2255 acts as an affirmative defense and not a jurisdictional bar B. holding bjecause immunity from liability constitutes an affirmative defense not a jurisdictional bar only immunity from suit is properly before us today C. holding that oneyear limitations period set forth in 2255 is not a jurisdictional bar and is thus subject to equitable tolling D. holding state is required to raise procedural bar as affirmative defense or it is waived E. holding that the district court did not abuse its discretion in denying his petition for reinstatement where membership in good standing in the state bar was required before attorney could be admitted to the federal bar and applicant had not been readmitted to state bar

assistant: The best answer is A. holding that the oneyear bar contained in 2255 acts as an affirmative defense and not a jurisdictional bar
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: Acceptance of this Letter of Intent may be executed in any number of counterparts, each of which when delivered shall be deemed an original and all of which together shall constitute one and the same document. Signatures may be made by facsimile transmission.

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 legal provision and list the applicable contract clause categories. Provision: The Agreement, including any Exhibits or Attachments to the Agreement, and this Third Amendment constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, oral or written, between the Parties concerning the subject matter hereof. No modification or amendment of the terms of the Agreement or this Third Amendment shall be effective except by a writing executed by both 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 legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands or other communications provided for hereby shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one (1) day after having been sent by telegram, telecopy or similar electronic means, or by overnight courier service against receipt, or (c) four (4) days after having been sent within the continental United States by first-class certified mail, return receipt requested, postage prepaid, to the other party. Any notices to the Executive shall be sent to the last known address of the Executive on record with the Company, with a copy to Jeffrey L. Liddle, Liddle & Robinson, L.L.P., 800 Third Avenue, New York, NY 10022.

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: Electric is clearly distinguishable from the case at bar. A trade association is created by its members precisely for the purpose of representing them. It is normally their agent, their alter ego, created, in the case of Expert Electric, to handle litigation, among other things, on its members’ behalf. By contrast, the Attorney General’s office was not in any sense the creation of, or under the control of, plaintiffs. Furthermore, plaintiffs did not approve, and in fact, disavowed, the state’s actions. Moreover, as the Supreme Court has pointed out, the protection of the public interest “may not always dictate precisely the same approach to the conduct of litigation” as protection of private interests. Trbovich v. United Mine Workers, 404 U.S. 528, 92 S.Ct. 630, 30 L.Ed.2d 686 (1972) (<HOLDING>) Citing Trbovich, the Second Circuit recently Options: A. holding that an individual union member could not be deemed to be adequately represented by the secretary of labor for purposes of his right to intervene under fedrcivpr 24a B. holding violation of right to testify could not be harmless C. holding that although a union may waive a members substantive statutory right under the national labor relations act to be free from having a private employer discourage membership in any labor organization such waiver did not occur because such waiver must be established clearly and unmistakably D. holding that a necessary party under rule 19a would be entitled a priori to intervene as of right under rule 24a E. holding that an officer could be held liable for failing to intervene in preventing an unlawful strip search

assistant: The best answer is A. holding that an individual union member could not be deemed to be adequately represented by the secretary of labor for purposes of his right to intervene under fedrcivpr 24a
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 Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Participant dies while employed, the Beneficiary shall be entitled under the Performance Component of the Plan to the sum of (1) any Long-Term Performance Incentive Awards that have already vested at the time of the Participant’s death and have not yet been paid to the Participant and (2) any Long-Term Performance Incentive Awards that have not vested at the time of the Participant’s death and that cover a Performance Cycle for which the Participant has received a Long-Term Performance Incentive Grant, provided that the amount of any such Long-Term Performance Incentive Award (a) will be calculated assuming that the Percent of Opportunity Achieved is 100 percent and (b) will be prorated based on the number of whole months the Participant was participating in the Plan during the applicable Performance Cycle (such sum being hereinafter referred to as the “Performance Beneficiary Award”). The Performance Beneficiary Award shall be paid to the Beneficiary.

assistant: Death
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 demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in each case as follows: (a) in the case of the Seller, to Nissan Leasing LLC II, One Nissan Way, Franklin, Tennessee, 37067, Attention: Treasurer, (b) in the case of the Servicer, to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee, 37067, Attention: Treasurer, (c) in the case of the Issuer or the Owner Trustee, to Nissan Auto Lease Trust 2016-B, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Nissan Auto Lease Trust 2016-B, (d) in the case of the Indenture Trustee, to U.S. Bank National Association, 190 South LaSalle Street, 7th Floor, Chicago, IL 60603, Attention: NALT 2016-B, (e) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, (f) in the case of Fitch, to Fitch Ratings, 33 Whitehall Street, New York, New York, 10004, Attention: Asset-Backed Securities Group, (g) in the case of the Asset Representations Reviewer, to Clayton Fixed Income Services LLC, 1700 Lincoln Street, Suite 2600, Denver, CO 80203, Attention: SVP Surveillance, with a copy to Clayton Fixed Income Services LLC, 100 Beard Sawmill Road, Suite 200, Shelton, CT 06484, Attention: General Counsel; or, at such other address as shall be designated by any of the foregoing in a written notice to the other parties 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: 287 (2d Cir.1989)—“did not accurately represent the law in every respect.” United States v. Abelis, 146 F.3d 73, 82 (2d Cir.1998); see also United States v. Vasquez, 82 F.3d 574, 577 (2d Cir.1996) (“A conviction will not be overturned for refusal to give a requested charge ... unless that instruction is legally correct, represents a theory of defense with basis in the record that would lead to acquittal, and the theory is not effectively presented elsewhere in the charge.” (emphasis added)). The “single transaction rule,” set forth in Zabare, 871 F.2d at 287, has been invoked by this Court only in the context of a contraband purchaser’s alleged participation in the greater conspiracy of trafficking in such contraband. See, e.g., United States v. Zeuli, 137 F.2d 845, 847 (2d Cir.1943) (<HOLDING>). We have never extended it to a situation Options: A. holding that the hobbs act jurisdictional nexus was met by the robbery of a delicatessen that sold goods produced out of state without mentioning whether the goods were purchased from outofstate or instate suppliers B. holding that a buyer who purchases goods subject to an express warranty that the goods are free from all liens takes free of any unperfected security interest C. holding that the single transaction rule protects a purchaser of stolen goods who by definition must know the goods to be stolen from being made party to the original theft via conspiracy D. holding that a statement of conditional sale of goods can be filed with the state auditor before the delivery of goods where statute says the statement must be filed within ten days of delivery of goods E. holding that a creditors pmsi in goods sold to debtors did not survive consolidation of the original installment contract with a later contract for the purchase of additional goods

assistant: The best answer is C. holding that the single transaction rule protects a purchaser of stolen goods who by definition must know the goods to be stolen from being made party to the original theft via conspiracy
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 have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the settlement of the RESTRICTED STOCK UNITS. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise deliverable upon settlement of the RESTRICTED STOCK UNITS having a FAIR MARKET VALUE (as defined in the PLAN) on the date of settlement equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws). Pursuant to the PLAN, the COMPANY reserves the right to notify PARTICIPANT prior to settlement of the RESTRICTED STOCK UNITS, that in lieu of the foregoing, the COMPANY may require that the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws) be settled in cash either: (i) through the sale, on PARTICIPANT’s behalf on the open market, of a number of SHARES of the COMPANY required to cover such amount or (ii) at PARTICIPANT’s option, through a direct cash payment by PARTICIPANT to the COMPANY to cover such amount.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as an injunction is set forth in Carson v. Am. Brands, Inc., 450 U.S. 79, 85, 101 S.Ct. 993, 67 L.Ed.2d 59 (1981), and it requires a litigant requesting appeal to show: (1) that the order has the practical effect of an injunction; and (2) that the order might have “serious, perhaps irreparable eonsequence[s].” As demonstrated in our discussion of the third Cohen factor, supra, this is not a situation where Landise will suffer irreparable consequences. However, we need not reach the Carson test because this court has held that prejudgment security devices “generally have been expressly excluded from the definition of an injunction for appeal purposes and thus are subject to appeal only to the extent they fall within the Cohen collateral order doctrine.” McQueen, 547 A.2d at 177 (<HOLDING>). Cf. Cohen v. Board of Trs. of the Univ. of Options: A. holding no due process violation with respect to hearings for protective orders against domestic abuse B. holding that protective orders in the landlord and tenant branch are distinguishable from ordinary prejudgment security devices because protective orders are not statutory creations and because a tenant who fails to pay a protective order may suffer the irreparable consequence of losing possession of the property C. holding expired child abuse protective order not moot because of possible effect on future custody determinations D. holding that trial courts denial of defendants motion seeking a qualified protective order allowing defendants to question the patientplaintiffs health care providers about any and all medical care she received during a threemonth period was not an abuse of discretion because the qualified protective order was not sufficiently tailored to limit the defendants to discussing only the medical conditions at issue in the litigation when the plaintiffs complaint involved only the cause extent treatment and consequences of the patients wound E. holding that the district court did not abuse its discretion when it modified a protective order after settlement to permit public access to pretrial materials in spite of a protective order to the contrary which it viewed as having had been initially justified

assistant: The best answer is B. holding that protective orders in the landlord and tenant branch are distinguishable from ordinary prejudgment security devices because protective orders are not statutory creations and because a tenant who fails to pay a protective order may suffer the irreparable consequence of losing possession of the property
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: out in detail the pay structure for Stryker’s commission-based sales representatives. See Piaskoski & Assocs. v. Ricciardi 275 Wis.2d 650, 686 N.W.2d 675, 679 (Wis.Ct.App.2004) (listing the three basic requirements for a contract: offer, acceptance, and consideration); Petersen v. Pilgrim Vill., 256 Wis. 621, 42 N.W.2d 273, 274 (1950) (“An offer must be so definite in its terms, or require such definite terms in the acceptance, that the promises and performances to be rendered by each party are reasonably certain.” (quotation marks omitted)). The parties manifested their consent to be bound by the compensation plan when Carroll continued to work for the company after receiving it, and Stryker paid him in accordance with its terms until he was terminated. Ricciardi 686 N.W.2d at 679 (<HOLDING>). This exchange of services for pay also Options: A. holding mutual assent in contract law is elementary and it must be expressed by the parties B. holding that ojffer and acceptance exist when the parties mutually express assent C. holding optionees acceptance of option without tender of purchase price created mutually binding contract entitling optionee to specific performance D. holding that the one thing without which a contract cannot be made is the assent of the parties to the agreement the meeting of the minds upon a definite proposition E. recognizing that silence can operate as acceptance where the parties may have been advised and warned by a previous course of dealings that inaction would be taken as assent

assistant: The best answer is B. holding that ojffer and acceptance exist when the parties mutually express assent
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 Employee represents and warrants to the Company that: (a) the Employee has full power, authority and capacity to execute and deliver this Agreement, and to perform the Employee’s obligations hereunder, (b) such execution, delivery and performance will not (and with the giving of notice or lapse of time, or both, would not) result in the breach of any agreement or other obligation to which the Employee is a party or is otherwise bound, and (c) this Agreement is the Employee’s valid and binding obligation, enforceable in accordance with its terms. The Employee warrants and represents that the Employee has actual authority to enter into this Agreement as the authorized act of the indicated entities.

assistant: No Conflicts
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 Buyer and Seller will bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Option and the Contemplated Transaction, and Seller shall also bear the costs and expenses of the Companies (including all of their legal fees and expenses) in connection with this Option and the Contemplated Transactions. Seller shall also bear the costs and expenses incurred solely in connection with the transfer of the Assets to Buyer, if any. Seller shall be responsible for all federal and state income or similar taxes imposed on Seller as a result of the Contemplated Transaction hereby.

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 legal provision and list the applicable contract clause categories. Provision: The Committee may specify in an Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants that are contained in the Agreement or otherwise applicable to the Participant, a termination of the Participant’s employment for Cause or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

assistant: Forfeitures
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 NO. 3 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS .

assistant: Governing Laws