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: Purchaser agrees that information gathered in connection with this Agreement that is not generally known to the public (the “ Confidential Information ”) shall be considered Confidential Information, and such Confidential Information shall be used by Purchaser and its agents, contractors, engineers, surveyors, attorneys, accountants, consultants, brokers, officers, directors, members, employees, and current and prospective partners and lenders (collectively, “ Consultants ”) solely for the purpose of Purchaser’s evaluation of an acquisition of the Property. Notwithstanding anything to the contrary contained in this Agreement, “Confidential Information” shall not include any (i) documents or information which is or becomes generally available to the public other than as a result of a disclosure by Purchaser or its Consultants; (ii) information which reasonably can be demonstrated to be known to Purchaser or its Consultants prior to its disclosure under that certain Limited Access Agreement between Purchaser and Seller dated April 26, 2018; (iii) information which becomes available to Purchaser or its Consultants on a non-confidential basis from sources other than Seller not bound, to the knowledge of Purchaser, by any legal or other obligation prohibiting the disclosure of Confidential Information by such source to Purchaser. Except as required by a court order or other legal process, Purchaser shall not reveal, disclose, disseminate, publish or communicate to any other persons, parties or entities any Confidential Information without the prior written consent of Seller in each instance, which shall be given or withheld in Seller’s sole and absolute discretion, other than to Purchaser’s Consultants involved in this transaction who have been advised to preserve the Confidential Information in a confidential manlier (collectively, “ Permitted Outside Parties ”). Purchaser shall be responsible for ensuring that any and all Permitted Outside Parties complies with the provisions of this Paragraph. In permitting Purchaser and the Permitted Outside Parties to review the Property Information or any other Confidential Information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The provisions of this Paragraph shall survive the termination of this Agreement for a period of 1 year but shall not survive Closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: deficient as to deprive the public of the ability to respond, when Tri-Valley CAREs itself relied upon that very document to specifically and publicly comment on the 2005 shipping incident? The purpose of an EA is not to compile an exhaustive examination of each and every tangential event that potentially could impact the local environment. Such a task is impossible, and never-ending. The purpose of the EA is simply to create a workable public document that briefly provides evidence and analysis for an agency’s finding regarding an environmental impact. 40 C.F.R. § 1508.9; League of Wilderness Defenders Blue Mountains Biodiversity Proje ient manner to put the opposing party on notice are deemed waived. Swierkiewicz v. Sorema, N.A., 534 U.S. 506, 512, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002) (<HOLDING>). c. The 2008 Security Assessment NEPA requires Options: A. holding that generally arguments not briefed on appeal are deemed abandoned or waived B. holding that arguments not raised before the trial court are waived C. holding that claims must put parties on sufficient notice of underlying arguments or arguments are deemed waived D. holding that arguments not raised in district court are waived E. holding arguments not raised on appeal waived

assistant: The best answer is C. holding that claims must put parties on sufficient notice of underlying arguments or arguments are deemed waived
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: F.Supp.2d 575, 627 (S.D.N.Y.2004). 66 . CAC ¶ 64. 67 . Id. ¶ 65. 68 . See Medinol, 346 F.Supp.2d at 606. 69 . Id. at 627. 70 . Mot. Dismiss Hr'g Tr. 5:1-5, Jan. 30, 2007 (Paper # 65). 71 . See CAC ¶¶ 57, 62. 72 . Mot. Dismiss Hr'g Tr. 7:14-15, Jan. 30, 2007. 73 . App. Public Rs., Ex. A, p. 42, Ex. B, p. 68-69, Ex. C, p. 67. 74 . Id. 75 . CAC ¶ 61. 76 . In re Citigroup, Inc. Sec. Litig., 330 F.Supp.2d 367, 377 (S.D.N.Y.2004) (finding that plaintiff's claim that Citigroup violated securities laws by failing to disclose that its revenues were derived from allegedly unsustainable and illegitimate sources, including Enron-related activities, did not support a section 10(b) action); see also Iron Workers Local 16 Pension Fund v. Hilb Rogal & Hobbs Co., 432 F.Supp.2d 571, 586 (E.D.Va.2006) (<HOLDING>). That court also noted that "Rule 10b-5 was Options: A. holding that defendant insurance company could not be held liable in negligence to a plaintiff for failure to disclose the insureds medical condition where defendant insurance company had not assumed a professional and expert position with respect to the insureds physical condition B. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud C. holding that defendants in securities fraud case had no duty to disclose that defendant insurance company employed practices which illicitly and improperly relied on nonstandard commissions D. holding that insurance company operating under a reservation of rights had the right and the duty to control the defense until such time as it was determined that it had no liability insurance coverage E. recognizing defense in securities case

assistant: The best answer is C. holding that defendants in securities fraud case had no duty to disclose that defendant insurance company employed practices which illicitly and improperly relied on nonstandard commissions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as Previously Disclosed, none of the officers or directors of the Company or its subsidiaries and, to the knowledge of the Company, none of the employees of the Company or its subsidiaries is presently a party to any transaction with the Company or any subsidiary (other than for services as employees, officers and directors required to be disclosed under Item 404 of Regulation S-K under the Exchange Act.

assistant: Transactions With Affiliates
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, the Plan and the Employment Agreement constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. To the extent the Participant is subject to the Severance Plan, the terms and conditions of this Agreement shall apply to any vesting of the Second Stock Price-Based Shares in all circumstances.

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: entity owns a note is sufficient to conclusively establish ownership even in the absence of supporting documentation if there is no controverting summary judgment evidence.”); Hou-Tex Printers, Inc. v. Marbach, 862 S.W.2d 188, 191 (Tex.App.-Houston [14th Dist.] 1993, no writ) (explaining ownership of note may be established through affidavit) (citing Zarges v. Bevan, 652 S.W.2d 368, 369 (Tex.1983)). Therefore, Citibank indeed established that it owned the account. Nguyen’s reliance on the fact that the account statements came from and payments were to be sent to Citi Cards does not directly contradict Reynolds’s assertion that Citibank owns the account. See Grant-Brooks v. Transam. Bank, N.A., No. 05-02-00754-CV, 2003 WL 203481, at *2 (Tex.App.-Dallas Jan. 31, 2003, no pet.) (mem. op.) (<HOLDING>). Similarly, the mere alleged fact that the Options: A. holding a bank officer who informed a third party that it would be safe to extend 8000 credit to bank customer although customer did not have an open account at the bank could be held liable for the material misrepresentation B. holding that a copy of an agreement executed by an insolvent bank found in the draft documents of the banks attorney did not satisfy section 1823es requirements because it was not an official record of the failed bank C. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank D. holding affidavit by bank president was sufficient to support summary judgment where it established plaintiff bank owned the note and the amount due on the note and defendant failed to offer controverting evidence E. holding that fact another banks name appeared on credit application signed by debtor did not controvert plaintiff bank employees affidavit asserting ownership on behalf of plaintiff bank

assistant: The best answer is E. holding that fact another banks name appeared on credit application signed by debtor did not controvert plaintiff bank employees affidavit asserting ownership on behalf of plaintiff bank
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: Colorado, the situs of the property, is the law of the contract.” Id. at 123, 33 S.Ct. 69. The Court disagreed, holding that the contract was “strictly personal,” and “[i]t in no way affects the land or- seeks any remedy against it.” Id. It relied on Polson v. Stewart, 167 Mass. 211, 45 N.E. 737 (1897), in which the court had explained: It is true that the laws of other states cannot render valid conveyances of property within our borders which our laws say are void, for the plain reason that we have exclusive power over the res. But the same reason inverted establishes that the lex rei sitae cannot control personal covenants, not purporting to be conveyances between persons outside the jurisdiction, although concerning a thing within it .Y.S.2d 622, 628 (Sup. Ct. New York County 1962) (<HOLDING>). Applying New York’s contract conflict-of-law Options: A. holding that subsequent to a judicial sale the report of the sale must be made to and ratified by the court before a deed for the property is given by the trustee to the purchaser B. holding that plaintiff lacked standing after foreclosure sale to set aside the sale arid reinstate her right to redeem property based upon arguments that events surrounding the closing of the sale were improper C. holding that the new jersey real estate licensing act is applicable to the sale of a company through a stock sale D. holding in the analogous context of choiceoflaw in relation to the sale of personal property that compensation for arranging the sale is assessed apart from underlying sale E. holding that where property subject to the irss timely filed lien is sold during a nonjudicial sale and the irs is not given notice of the sale the sale of the property is made subject to and without disturbing the lien

assistant: The best answer is D. holding in the analogous context of choiceoflaw in relation to the sale of personal property that compensation for arranging the sale is assessed apart from underlying sale
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: resulting from any pretrial motion, from the filing of the motion through the conclusion of the hearing on, or other prompt disposition of, such motion.” 18 U.S.C. § 3161(h)(1)(D). The government’s interpretation of Bloate’s waiver — “a motion for leave to waive his right to file pretrial motions”— has several faults. First, Bloate’s “Waiver of Pretrial Motions” does not appear to be a motion. It states that “there are no issues he wishes to raise by way of pretrial motions,” and that he agrees, after discussion with his attorney, “not to raise any issues by way of pretrial motion.” Cf. United States v. Bonilla-Filomeno, 579 F.3d 852, 856-57 (8th Cir.2009) (“motion to set a specific trial date” is a pretrial motion); United States v. Rojo-Alvarez, 944 F.2d 959, 966 (1st Cir.1991) (<HOLDING>). Second, the district court treated the waiver Options: A. holding that the district court may determine whether there is a genuine issue of fact on summary judgment based on the papers submitted on the motion and such other papers as may be on file and specifically referred to and facts therein set forth in the motion papers B. holding that the timely filing of a motion to reopen or reconsider with the bia does not toll the time period for seeking appellate court review and that the mere act of filing the motion does not render nonfinal the underlying bia decision C. holding that when the court is presented with papers styled as a motion whether it ultimately determines that the filing is a pretrial motion or an other proceeding under current 3161h1h the court is entitled to exclude at least the period of time during which it considers how to treat the filing D. holding that because the finality of judgment is effectively postponed by the timely filing of a motion under rule 59 the deadline for filing a motion for attorneys fees is tolled until the postjudgment motion is resolved E. holding that the filing of notice without motion is insufficient

assistant: The best answer is C. holding that when the court is presented with papers styled as a motion whether it ultimately determines that the filing is a pretrial motion or an other proceeding under current 3161h1h the court is entitled to exclude at least the period of time during which it considers how to treat the filing
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: re Sharp Int’l Corp.), 302 B.R. 760, 779-80 (E.D.N.Y.2003) (Trager, J.) ("Sharp International"). 11 . See Kaplan Breslaw Ash, 264 B.R. at 328-29. 12 . Id. at 330 n. 71. 13 . Id. at 330. 14 . 301 B.R. at 805 (internal citations and quotations omitted). See also Sharp International, supra note 10, 302 B.R. at 780 ("In a sense, all preferences prejudice the unfavored creditors, inasmuch as the debtor’s remaining assets are by definition insufficient to fully cover the debts owed to them. However, the correction of this unfairness is not the aim of fraudulent conveyance law."); Alan N. Resnick, Bankruptcy Law Manual § 8:34 (5th ed. 2005) (" 'Value' may consist of property or the satisfaction or securing of either a present or an antecedent debt. Thus 3 B.R. 963, 967 (Bankr.M.D.Fla. 1983) (<HOLDING>); Anand v. Nat’l Republic Bank of Chicago (In Options: A. holding that a preexisting or antecedent debt may constitute sufficient consideration to support a mortgage B. holding that plaintiffs forbearance from suit against subsidiary was sufficient consideration to support defendants guaranty of defendants subsidiarys preexisting debt C. recognizing debt cancellation as consideration D. holding that satisfaction of preexisting debt of corporate affiliate was sufficient to support jury finding of fair consideration for the transfer of valid security interest E. holding that the repayment of an antecedent debt constitutes fair consideration

assistant: The best answer is A. holding that a preexisting or antecedent debt may constitute sufficient consideration to support a mortgage
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: App. 764, 766-67, 381 S.E.2d 349, 350-51 (1989), included general requirements as absolute conditions to be satisfied before a permit could be issued. The distinction between those ordinances and the City’s ordinance here is obvious. While similar but far less language is used in the City Code here, it is present only as a generalized statement of the intent of the specifications that follow. Nowhere does the Asheville City Code require that a developer show the proposal maintains or promotes public health, safety, or welfare before a permit may issue. Asheville’s Code differs significantly from the codes at issue in cases upholding generalized requirements, and this Court cannot rewrite the City’s ordinance. See Wade v. Town of Ayden, 125 N.C. App. 650, 653, 482 S.E.2d 44, 46 (1997) (<HOLDING>). The concerns for safety and convenience are Options: A. holding that in construing statute courts must first look to its plain language B. holding when ordinance language is clear courts must give language its plain meaning C. holding that an appellate court must give a statute its clear and plain meaning when the statute is unambiguous D. holding that when the contract language is unambiguous we take these words to represent the parties intent and the plain meaning of this language governs its interpretation E. holding that we must give effect to the plain and ordinary meaning of a statutes language

assistant: The best answer is B. holding when ordinance language is clear courts must give language its plain meaning
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 Investor, severally and not jointly, represents and warrants to the Company as follows: (a) such Investor has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by such Investor, constitutes a valid and binding obligation and agreement of such Investor and is enforceable against such Investor in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles, (c) the Investors have advised the Company of their aggregate beneficial ownership of shares of Company Common Stock and the number of shares of Company Common Stock the Investors have the right to vote as of the date of this Agreement, and as of the date of this Agreement, the Investors and their Affiliates have aggregate economic exposure to 13,600,000 shares of Company Common Stock. Elliott agrees during the Cooperation Period to update and advise the Company of Elliott’s beneficial ownership (which shall include a combination of Elliott’s economic and beneficial ownership (as determined under Rule 13d-3 under the Exchange Act)) of shares of Company Common Stock as of such date as any New Director (or any Replacement New Director) ceases to be director, as promptly as practicable after such date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Lease shall be determined to be invalid or unenforceable by a court of competent jurisdiction, such determination shall in no way affect, impair or invalidate any other provision of this Lease, and all other provisions hereof shall remain in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive agrees that he will not, in writing or orally, or through conduct, disparage, deprecate, discredit, vilify or otherwise say anything negative about the Employer Entities. The Executive agrees never to disparage the services, products, customers, or employees of any Employer Entity. These prohibitions include, without limitation, any such statements made through use of social media sites, such as Facebook or Twitter.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a person for investigative purposes’ if he ‘has a reasonable suspicion supported by articulable facts that criminal activity may be afoot.’ ” Provet, 405 S.C. at 108, 747 S.E.2d at 457 (quoting United States v. Sokolow, 490 U.S. 1, 7, 109 S.Ct. 1581, 104 L.Ed.2d 1 (1989)). “Violation of motor vehicle codes provides an officer reasonable suspicion to initiate a traffic stop.” Id. (citing Pennsylvania v. Mimms, 434 U.S. 106, 109, 98 S.Ct. 330, 54 L.Ed.2d 331 (1977)). “A traffic stop supported by reasonable suspicion of a traffic violation remains valid until the purpose of the traffic stop has been completed.” Id. (citing Arizona v. Johnson, 555 U.S. 323, 333, 129 S.Ct. 781, 172 L.Ed.2d 694 (2009)); see Rodriguez v. United States, — U.S. —, 135 S.Ct. 1609, 1616, 191 L.Ed.2d 492 (2015) (<HOLDING>). However, “[o]nce the underlying basis for the Options: A. holding that an officer has reasonable suspicion to conduct traffic stop even when his suspicion that a law has been violated is based on a reasonable mistake of law B. holding this framework applies whether the traffic stop is based on probable cause or reasonable suspicion C. holding that even a de minimis extension of a traffic stop is unconstitutional absent reasonable suspicion D. holding that the delay of approximately two minutes that occurred prior to the police officer developing reasonable suspicion to further investigate the defendants identity was de minimis and did not unreasonably extend the duration of the traffic stop E. holding that a traffic stop is valid under the fourth amendment if the stop is based on an observed traffic violation or if the police officer has reasonable articulable suspicion that a traffic or equipment violation has occurred or is occurring

assistant: The best answer is C. holding that even a de minimis extension of a traffic stop is unconstitutional absent reasonable suspicion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed under the laws of the State of California, as applied to agreements among California residents, made and to be performed entirely within the State of California, without giving effect to conflicts of laws principles of the State of California, or any other state.

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: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days (or such shorter period as may be agreed by the Issuing Bank)) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, subject to Sections 2.04 and 2.11(c) , (i) the Dollar Amount of the LC Exposure shall not exceed $25,000,000, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by the Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by the Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed the Issuing Bank’s Letter of Credit Commitment, (iii) the Dollar Amount of the Total Revolving Credit Exposures of all Lenders shall not exceed the Aggregate Revolving Commitment and (iv) the Dollar Amount of the Revolving Credit Exposures of all Lenders denominated in Foreign Currencies shall not exceed the Foreign Currency Sublimit. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.

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: If you cease to be an Employee, then, except as provided in paragraphs 2, 3, 4, 5, and 6 hereof such restricted stock units shall be forfeited by you and neither you nor your estate, or any other person attempting to claim rights under the Plan through you shall have any rights to Common Shares or other amounts by reason of such forfeited restricted stock units.

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 case excerpt and choose the best holding from the options. Case excerpt: role of the courts is to distinguish between biting criticism that merely suppresses demand and copyright infringement, which usurps it.”) (internal quotations and citations omitted). Potential market harm due to the blemished reputation of the politician depicted in the Photograph is not protected by Plaintiff Galvin’s copyright. See New Em Publications, 904 F.2d at 160 (stating that “even if [an unfavorable biography] ultimately harms sales of the authorized biography, this would not result from unfair infringement ... but rather from a convincing work that effectively criticizes [the subject of the biography], the very type of work that the Copyright Act was designed to protect and encourage.”); Dhillon v. Does 1-10, No. C 13-01465 SI, 2014 WL 722592, at *5 (N.D.Cal. Feb. 25, 2014) (<HOLDING>); Katz v. Chevaldina, No. 12-22211-CIV-KING, Options: A. holding that the fair use defense is available only so long as such use does not lead to customer confusion as to the source of the goods or services B. holding that unauthorized use of politicians headshot to criticize her polities is precisely what the copyright act envisions as a paradigmatic fair use C. holding that fair use is an affirmative defense D. holding that nominative fair use is an affirmative defense to a prima facie case of likelihood of confusion similar to the fair use defense E. holding that the application of the fair use doctrine at the pleading stage is appropriate

assistant: The best answer is B. holding that unauthorized use of politicians headshot to criticize her polities is precisely what the copyright act envisions as a paradigmatic fair use
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 employee benefit plan, as defined by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained by Borrowers or by any subsidiary of Borrowers meets, as of the date hereof, the minimum funding standards of Section 302 of ERISA, all applicable requirements of ERISA and of the Internal Revenue Code of 1986, as amended, and no “Reportable Event” nor “Prohibited Transaction” (as defined by ERISA) has occurred with respect to any such plan.

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 legal provision and list the applicable contract clause categories. Provision: Each of the Loan Parties and its Subsidiaries has filed, or caused to be filed, all federal income tax returns and all other material tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) that are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of the Loan Parties or their Subsidiaries has received written notice as of the Effective Date of any material tax assessments against it or any of its Subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or unenforceability of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

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: the challenged actions of defendants, the court now turns to consider whether defendants’ actions may be justified under the Pickering balancing test. The court now must consider whether, after accepting all of plaintiffs well-pleaded allegations in his complaint as true and drawing all reasonable factual inferences from those facts in his favor, plaintiffs interest in speaking upon fire department issues such as safety, equipment, staffing, and response time outweighs the City’s interest in providing effective and efficient services to the public. See Stroman, 981 F.2d at 156. In performing this balancing test, the Fourth Circuit has recognized that the court should first assess the value, from the First Amendment perspective, of the employee’s speech. See Berger, 779 F.2d at 999 (<HOLDING>). The court should then assess the time, place, Options: A. holding that if the speech in question does not address a matter of public concern there is no first amendment violation B. holding that financial disincentives on speech burden first amendment rights for purposes of the pickering balance C. holding that first amendment requires factintensive and deferential balancing of governments interests against government contractors speech interests in line with the standard applied to government employees under pickering v board of education 391 us 563 88 sct 1731 20 led2d 811 1968 D. holding that in performing the pickering balancing test the district court was proper in first assessing the value from the first amendment perspective of the employees speech E. holding that the proper test for balancing national security interests with a persons due process rights is the mathews balancing test

assistant: The best answer is D. holding that in performing the pickering balancing test the district court was proper in first assessing the value from the first amendment perspective of the employees speech
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: After delivery of the Product to Purchaser in accordance with the terms of this Agreement and the Quality Agreement, any handling, storage, quality control, quality assurance, and the release of the Product shall be the sole responsibility of Purchaser or its designated Third Party.

assistant: Releases
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 intends that payments under this Agreement will either comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from Section 409A or in compliance therewith, as applicable.

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: Without obligating Collateral Agent to make any of such filings, each Grantor hereby authorizes the Collateral Agent to file financing and/or continuation statements, intellectual property security agreements and amendments to any of the foregoing, in any jurisdictions and with any filing offices, in each case, in the United States as the Required Lenders may determine, in their sole discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Required Lenders may determine, in their sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect. Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the personal representatives and successors in interest of Mr. Murray and shall be binding upon and inure to the benefit of any successors in interest of the Company.

assistant: Binding Effects
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 progression of this case.” The father appeals, arguing that the court applied the “best interests of the child” standard, and thereby erred, and that the court abused its discretion regarding evidence presented by the mother that, he says, he refuted during the proceeding. We find the father’s arguments without merit. When a noncustodial parent seeks a modification of a prior custody determination, the court must apply the evidentiary standard set forth in Ex parte McLendon, 455 So.2d 863 (Ala.1984). The McLendon standard applies when the parents share joint legal custody and a previous judicial determination places primary physical custody of the child with one parent. Scacca v. Scacca, 694 So.2d 1 (Ala.Civ.App.1997); see also Ex parte Bryowsky, 676 So.2d 1322 (Ala.1996) (<HOLDING>). The petitioning parent must show by Options: A. holding that hearing officers noting the parties agreement did not constitute a change in the parties legal relationship B. holding that provisions concerning joint custody and healthcare of the parties child were consistent with the signed notes C. holding that the mclendon standard applied where an agreement between the parties granted the parties joint legal custody of the child with physical custody to the mother and the agreement had been adopted by the trial court D. holding that nolostprofits clause in parties agreement was not unconscionable as a matter of law in part because similar clause had been in the agreement between the parties for years E. holding that when the child was removed from the home because of the fathers actions the mother who had never been adjudicated an unfit parent had a superior right to custody as against third parties

assistant: The best answer is C. holding that the mclendon standard applied where an agreement between the parties granted the parties joint legal custody of the child with physical custody to the mother and the agreement had been adopted by the trial court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03) in respect of any payment hereunder, the Borrower agrees that (a) in the event a payment in respect of any obligation of the Borrower shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to any Term Security Document to satisfy in whole or in part any Secured Obligations owed to any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

assistant: Indemnity
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: Subject to Section 3(d), at any time an Alternate Conversion Event has occurred and is continuing, the Holder may, at the Holder’s option, convert (each, an “ Alternate Conversion ”, and the date of such Alternate Conversion, each, an “ Alternate Conversion Date ”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “ Alternate Conversion Amount ”) into shares of Common Stock at the Alternate Conversion Price.

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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 389 U.S. 22 88 S.Ct. 2 19 L.Ed.2d 22 Johnny COLEMANv.ALABAMA. No. 162, Misc. Oct. 16, 1967. Jack Greenberg, Michael Meltsner and Orzell Billingsley, for petitioner. MacDonald Gallion, Atty. Gen. of Alabama, and Leslie Hall, Asst. Atty. Gen., for respondent. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for a writ of certiorari are granted. 2 On our previous remand, we held that petitioner was entitled to 'his day in court on his allegations of systematic exclusion of Negroes from the grand and petit juries sitting in his case.' 377 U.S. 129, 133, 84 S.Ct. 1152, 1154, 12 L.Ed.2d 190. Petitioner was thereupon afforded an evidentiary hearing on his allegations. Although the evidence was in dispute regarding the inclusion of Negroes in the grant and petit jury venires in the county in which petitioner was indicted and tried, it appeared that no Negro served on the grand jury which indicted or the petit jury which convicted petitioner. It further appeared that up to the time of petitioner's trial, no Negro had ever served on a grand jury panel and few, if any, Negroes had served on petit jury panels. This 'testimony in itself made out a prima facie case of the denial of the equal protection which the Constitution guarantees.' Norris v. State of Alabama, 294 U.S. 587, 591, 55 S.Ct. 579, 581, 79 L.Ed. 1074. In the absence of evidence adduced by the State adequate to rebut the prima facie case, petitioner was therefore entitled to have his conviction reversed. Arnold v. State of North Carolina, 376 U.S. 773, 84 S.Ct. 1032, 12 L.Ed.2d 77; Eubanks v. State of Louisiana, 356 U.S. 584, 78 S.Ct. 970, 2 L.Ed.2d 991; Reece v. State of Georgia, 350 U.S. 85, 87—88, 76 S.Ct. 167, 169, 100 L.Ed. 77; Hernandez v. State of Texas, 347 U.S. 475, 481, 74 S.Ct. 667, 671, 98 L.Ed. 866; Hill v. State of Texas, 316 U.S. 400, 406, 62 S.Ct. 1159, 1162, 86 L.Ed. 1559; Norris v. State of Alabama, supra. 3 On our independent examination of the record, we are unable to discover any evidence adduced by the State adequate to rebut petitioner's prima facie case. The Alabama Supreme Court, in affirming the trial court's denial of relief, acknowledged that the evidence indicated 'a disparity' and stated only that 'that disparity can be explained by a number of other factors.' 280 Ala. 509, 512, 195 So.2d 800, 802. The only factors mentioned, however, were that Negroes had moved away from the county and that some may have been under the statutory disqualification of having suffered a felony conviction. In the circumstances of this case these factors were not in our view sufficient to rebut petitioner's prima facie case. 4 The judgment of the Alabama Supreme Court is therefore reversed and the case is remanded to that court for further proceedings not inconsistent with this opinion. 5 It is so ordered. 6 Judgment reversed and case remanded.

assistant: 2
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 acknowledges that she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon her pursuant to this Section 6. The Executive agrees that each of the restraints contained herein are necessary for the protection of the goodwill, Confidential Information and other legitimate interests of the Company; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent her from obtaining other suitable employment during the period in which the Executive is bound by such restraints. The Executive further acknowledges that, were she to breach any of the covenants contained in this Section 6, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to injunctive relief against any breach or threatened breach by the Executive of any of said covenants.

assistant: Enforcements
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: In addition and not by way of limitation of the foregoing, the Borrower will from time to time promptly deliver, or cause to be promptly delivered, to the Administrative Agent any financing statements, continuation statements, extension agreements and other documents, properly completed (and executed and acknowledged when required) by the Borrower or appropriate Guarantor in form and substance satisfactory to the Administrative Agent, which the Administrative Agent requests for the purpose of perfecting, confirming, or protecting any Liens or other rights in the collateral securing any Secured Obligations. In addition to the foregoing, the Borrower hereby authorizes, and shall cause each Guarantor to authorize, the Pari Passu Collateral Agent, on behalf of the Issuing Bank and the Lenders, to file in the appropriate filing office pursuant to applicable Law such financing statements, assignments and continuation statements as the Administrative Agent shall deem necessary or desirable for the purpose of perfecting, confirming, or protecting any Liens or other rights in the collateral securing any Pari Passu Obligations without the signature of the Borrower or any Guarantor.

assistant: Liens
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 Section 9 or any other provision in this Agreement or the Plan to the contrary, because the Company is headquartered in the State of Ohio, the provisions of this Section 6 of the Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to the choice of law rules of any state, including any state in which Participant works.

assistant: Governing Laws