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: Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares issuable upon exercise of the Options prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Optionee understands that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any applicable Canadian Borrower shall notify the Canadian Administrative Agent by irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) by 10:00 A.M., Toronto time, three Business Days (Canada) prior to the date of the relevant borrowing in respect of any borrowing by way of Bankers’ Acceptances or BA Equivalent Loans.

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: shelter it provides. “A vast majority of state rules regarding qualified privilege include a requirement of ‘good faith.’ ” A.G. Harmon, Defamation in Good Faith: An Argument for Restating the Defense of Qualified Privilege, 16 Barry L.Rev. 27, 30 n. 16 (2011). Modern iterations of the privilege by Michigan appellate courts make clear that a showing of “good faith” is essential to a defendant’s ability to invoke the privilege: “The elements of a qualified privilege are (1) good faith, (2) an interest to be upheld, (3) a statement limited in its scope to this purpose, (4) a proper occasion, and (5) publication in a proper manner and to proper parties only.” Prysak, 193 Mich.App. at 14-15, 483 N.W.2d at 636 (emphasis added) (citing Bufalino v. Maxon B . App. 590, 174 N.W.2d 875 (1970) (<HOLDING>); see also Haddad v. Sears Roebuck & Co., 526 Options: A. holding that the defendant was not entitled to any qualified privilege for false accusations of theft given under the guise of employment references despite earlier holdings by michigan courts that had extended the privilege to statements of reference from a prior to a prospective employer B. holding that defendant could be charged for making false statements to treasury officials under the tax evasion statute or the statute prohibiting false statements to government officials C. holding that the doctrine of commonlaw privilege that grants immunity to witnesses in quasijudicial proceedings does not extend to disciplinary proceedings against a state employee who makes false statements in the course of an official investigation D. holding that defendants are not entitled to qualified immunity E. holding both that a defendants prior disciplinary history was properly precluded because it did not involve an element of deceit or falsification and that defendants earlier allegedly false statements could not be admitted because proving their falsehood would have required the introduction of extrinsic evidence showing the statements made to be false

assistant: The best answer is A. holding that the defendant was not entitled to any qualified privilege for false accusations of theft given under the guise of employment references despite earlier holdings by michigan courts that had extended the privilege to statements of reference from a prior to a prospective employer
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 the terms and conditions hereof, the consummation of the purchase and sale of Purchased Units hereunder (the “ First Closing ”) shall take place on January 12, 2017 at the offices of ETP, and the second consummation of the purchase and sale of Purchased Units hereunder (the “ Second Closing ”, together with the First Closing, the “ Closings ”) shall take place on January 20, 2017, or in each case at such other time and location as mutually agreed by the Parties (collectively, the “ Closing Dates ”). The Parties agree that the Closings may occur via delivery of facsimiles or e-mailed PDF scans of this Agreement and the other closing deliveries.

assistant: Closings
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 Party agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by applicable law or as may be necessary or advisable to carry out the intent and purpose of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent required or permitted by applicable Law, there will be added to any Fees due under this Agreement, and Lamb Weston agrees to pay to the Service Provider, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Services provided under this Agreement, or their use, including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Service Provider hereunder. In the event taxes are not added to an invoice from the Service Provider hereunder, the Service Recipient is responsible to remit to the appropriate tax jurisdiction any additional amounts due including taxes, interest and penalties. The Parties will cooperate with each other to minimize any of these taxes to the extent reasonable. If additional amounts are determined to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, Lamb Weston agrees to reimburse the Service Provider for the additional amounts due including taxes, interest and penalties. Lamb Weston will have the right to contest the assessment with the tax jurisdiction at its own expense. The Service Provider hereunder will be responsible for penalties or interest solely attributable to its failure to remit invoiced taxes. The Parties further agree that, notwithstanding the foregoing, neither Party will be required to pay any franchise taxes, taxes based on the income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services. Notwithstanding anything else in this Agreement to the contrary, the obligations of this Section 4.2 will remain in effect until the expiration of the relevant statutes of limitation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be subject, the Owners would then have no cause for complaint. The taking here, however, was accomplished through the implementation of an announced policy to extend public ownership of the shore. The protection afforded by the doctrine of res judicata includes the land court’s identification and use of the seaweed line as the monument fixing the location of high water mark for the seaward boundary of Lot 3. “[A] right, question, or fact distinctly put in issue, and directly determined by a court of competent jurisdiction cannot be disputed in a subsequent suit between the same parties or their privies . .” Southern Pacific Railroad Co. v. United States, 168 U.S. 1, 49, 18 S.Ct. 18, 27, 42 L.Ed. 355 (1897). Compare Oklahoma v. Texas, 256 U.S. 70, 89, 41 S.Ct. 420, 65 L.Ed. 831 (1920), (<HOLDING>) Res judicata applies even if a court Options: A. holding that determination of the oklahoma and texas common boundary in a prior suit was conclusive in future litigation B. holding that oklahoma law firms receipt and deposit of texas clients payments drawn on a texas bank were fortuitous and thus insufficient to establish personal jurisdiction against firm in texas state court C. holding that a prior suit and a subsequent suit between the same parties did not involve the same claim because the evidence necessary to sustain the subsequent suit was insufficient to entitle the plaintiff to relief in the prior suit D. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied E. holding no jurisdiction over nonresident customer where contract was solicited negotiated and consummated in oklahoma for billboards to be built in texas and erected in oklahoma payments were made to texas and defendant would not earn a profit from texas and had no other contact with texas

assistant: The best answer is A. holding that determination of the oklahoma and texas common boundary in a prior suit was conclusive in future litigation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or unable to protect the constitutional rights of individuals or to punish those who violated theses rights; and 3) many legislators interpreted the civil rights act to provide concurrent forums. 457 U.S. at 503, 505, 506, 102 S.Ct. 2557. Because of this legislative history regarding the purpose of § 1983, the Court held that the plaintiff did not have to exhaust state remedies before seeking federal intervention. Of course, the instant action does not involve a § 1983 claim. 18 . Some district courts have held that the coercive/remedial distinction is dispositive and that federal courts should never abstain under Younger in a remedial case even if the three requirements for Younger abstention have been met. See Gordon v. East Goshen Township, 592 F.Supp.2d 828, 842 (E.D.Pa.2009) (<HOLDING>). In Gordon, there was a pending lawsuit in Options: A. holding that courts should only abstain under younger if the state proceedings are coercive and not remedial and citing a number of district court opinions B. recognizing that the longstanding public policy against federal court interference with state court proceedings generally requires federal courts to abstain from involvement in state criminal proceedings C. holding district court should have abstained pursuant to younger and thus remanding to district court to dismiss without prejudice D. holding that federal district courts should abstain from interfering with pending state court proceedings E. holding that appellate court should overturn a district courts denial of a motion to amend a complaint only if the district court has abused its discretion

assistant: The best answer is A. holding that courts should only abstain under younger if the state proceedings are coercive and not remedial and citing a number of district court opinions
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 will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Wholly-Owned Subsidiary Guarantors), unless such transactions are not otherwise prohibited under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; provided, however, that this Section 9.14 shall not be applicable to (i) any Permitted PEI Payments and (ii) any Permitted Tax Distributions to the extent permitted by Section 9.04(a).

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 case excerpt and choose the best holding from the options. Case excerpt: supplied). 33 See Curry v. State, 238 Ga. App. 511, 522 (5) (c) (519 SE2d 269) (1999); see also Humphreys v. State, 253 Ga. App. 344, 346 (559 SE2d 99) (2002) (noting that final element of the crime “require[s] proof only that [the defendant] was even momentarily within arm’s reach of the gun” (citation and punctuation omitted)); Gibson v. State, 223 Ga. App. 103, 103 (1) (476 SE2d 863) (1996) (same). 34 See Clyde v. State, 298 Ga. App. 283, 285-86 (2) (680 SE2d 146) (2009) (“[The defendant’s] conviction cannot be sustained unless there was evidence that he had immediate access to the weapon. . . .”); Carswell, 251 Ga. App. at 736 (“[I]mmediate access to the weapon ... is required to sustain a conviction under OCGA § 16-11-106 (b).”). 35 Compare Carswell, 251 Ga. App. at 735-36 (1) (b) (<HOLDING>) with Gibson, 223 Ga. App. at 103 (1) (holding Options: A. holding anticipatory warrant for search of defendants home was invalid when defendant was required to pick up suitcase containing contraband at airport and there was no assurance at time warrant was issued that defendant would take suitcase to his home B. holding that circumstantial evidence was insufficient to sustain conviction when firearm was inside a zippered compartment of a suitcase which could have been zipped the entire time the defendant was in possession of cocaine C. holding that circumstantial evidence alone is sufficient to support a cocaine conspiracy conviction D. holding similar evidence sufficient to sustain a jury verdict of possession with intent to distribute cocaine E. holding conviction for possession was supported by sufficient evidence when a firearm was found under the passenger seat where the defendant had been sitting and the arresting officer observed the defendant trying to place something in the glove compartment which when searched yielded an ammunition clip matching the gun under the seat

assistant: The best answer is B. holding that circumstantial evidence was insufficient to sustain conviction when firearm was inside a zippered compartment of a suitcase which could have been zipped the entire time the defendant was in possession of cocaine
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: accordingly , for any claim that you have against us , you agree , prior to filing any suit or proceeding , to first contact us and attempt to resolve the claim informally by sending us a written notice of your claim ( `` notice '' ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Agent shall have received from the Borrowers (or shall be satisfied with arrangements made for the payment thereof) such fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby pursuant to the terms of the Loan Agreement, provided that, neither Agent nor any Lender shall be entitled to a fee in respect of this Amendment.

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: This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. This Agreement may be signed and delivered by fax transmission or email, which shall be effective as an original.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: end quote. In view of the foregoing, the Court finds the defendant not liable as a false, deceptive or misleading implication does not arise from an objectively-reasonable reading of the subject letter. Accordingly, judgment will be entered for the defendant. From this brief statement, it appears that the court ruled in favor of J.V.D.B. merely because the collection letter included the statutory verification notice. However, as we held in Turner v. J.V.D.B. & Associates, 330 F.3d at 998, a letter that includes a statutory verification notice may still violate § 1692e, if it leads an objectively reasonable, but unsophisticated recipient, to believe the discharged debt is still payable. See also Durkin v. Equifax Check Servs., Inc., 406 F.3d 410, 417 (7th Cir.2005) (citation omitted) (<HOLDING>). We remanded the initial appeal to the Options: A. holding that notice to supervisor is notice to city B. holding that touchstone in determining whether one act is part of continuing violation is whether employee was put on notice that his rights had been violated C. holding that determining the existence a violation of 1692e when the statutory verification notice is contained in the letter turns on whether the specific text contains any impermissible overshadowing or contradiction with respect to the validation notice D. holding that the validation notice is overshadowed where a debt collector serves a consumer with process initiating a lawsuit during the validation period without clarifying that commencement of the lawsuit has no effect on the information conveyed in the validation notice E. holding that notice to the attorney of record constitutes notice to the petitioner

assistant: The best answer is C. holding that determining the existence a violation of 1692e when the statutory verification notice is contained in the letter turns on whether the specific text contains any impermissible overshadowing or contradiction with respect to the validation notice
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: although we enforce strict ` price accuracy ' policies with all partners who provide us with travel data and endeavour to ensure that the content displayed on or via the skyscanner services and platforms is up todate and accurate , we can not guarantee the reliability or accuracy of such content .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This SAR Award Agreement (this “Agreement”) is governed by the terms and conditions of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan.

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 case excerpt and choose the best holding from the options. Case excerpt: F.2d 1407, 1409 (9th Cir.1984) (same). As to the jury-cost sanction, the District Court purported to rely on its inherent powers. “It has long been understood that ‘[cjertain implied powers must necessarily result to our Courts of justice from the nature of their institution,’ powers ‘which cannot be dispensed with in a Court, because they are necessary to the exercise of all others.’ ” Chambers, 111 S.Ct. at 2132 (quoting United States v. Hudson, 11 U.S. (7 Crunch) 32, 34, 3 L.Ed. 259 (1812)). The Chambers Court explicitly recognized courts’ inherent power to “assess attorney’s fees when a party has acted in bad faith, vexatiously, wantonly, or for oppressive reasons.” Id., 111 S.Ct. at 2133 (internal quotations omitted); see also Roadway Express, 447 U.S. at 767, 100 S.Ct. at 2464 (<HOLDING>). The Chambers Court also held that the Options: A. holding attorneys fees not recoverable under pre1980 version of section 1927 but remanding because they might be justified under the courts inherent power B. holding that attorneys fees and court costs are recoverable under general hold harmless indemnity agreement C. holding attorneys fees not generally recoverable unless party prevails under cause of action for which attorneys fees are recoverable and damages are recovered D. holding that a law clerks time is recoverable as part of attorneys fees under 1988 E. recognizing that sanctions under 1927 may be imposed against a law firm

assistant: The best answer is A. holding attorneys fees not recoverable under pre1980 version of section 1927 but remanding because they might be justified under the courts inherent power
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: body.") (citation omitted). 37 . Hall, 856 N.Y.S.2d 540, 886 N.E.2d at 165. 38 . Safford Unified Sch. Dist. No. 1 v. Redding, — U.S. —, —, 129 S.Ct. 2633, 2641, 174 L.Ed.2d 354 (2009). 39 . Hall, 856 N.Y.S.2d 540, 886 N.E.2d at 165. 40 . To be clear, in this opinion we are not talking about inspections or searches of body cavities such as the mouth or the nose, which do not raise the same unique Fourth Amendment concerns as intrusive examinations of genital or anal cavities. 41 . "The Fourth Amendment prohibits only unreasonable searches.” Bell v. Wolfish, 441 U.S. 520, 558, 99 S.Ct. 1861, 60 L.Ed.2d 447 (1979) (citing Carroll v. United States, 267 U.S. 132, 147, 45 S.Ct. 280, 69 L.Ed. 543 (1925)). 42 . Schmerber v. California, 384 U.S. 757, 769-70, 86 S.Ct. 1826, 16 L.Ed.2d 908 (1966) (<HOLDING>). 43 . 441 U.S. at 559-60, 99 S.Ct. 1861. 44 . Options: A. holding that absent an emergency police must obtain a warrant supported by probable cause to conduct a search of an arrestee involving even a minimal intrusion beyond the bodys surface such as the extraction of a blood sample with a needle B. holding that a warrant to obtain a blood sample was valid despite a reference to a urine sample in the addendum to the affidavit because the minor inconsistency did not seriously undermine the information underlying the probable cause determination C. holding blood sample does not constitute compelled testimony D. holding that a physician employed by the government who drew a blood sample from the defendant for medical not investigatory purposes did not conduct a search under the fourth amendment E. holding defendant had a reasonable expectation of privacy in blood sample drawn by hospital

assistant: The best answer is A. holding that absent an emergency police must obtain a warrant supported by probable cause to conduct a search of an arrestee involving even a minimal intrusion beyond the bodys surface such as the extraction of a blood sample with a needle
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any of the representations, warranties, acknowledgements, or agreements made herein by the undersigned, the undersigned does not hereby or in any other manner waive any rights granted to him/her/it under federal or state securities laws.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: attempt to gain unauthorized access to the service , accounts registered to others or to the computers , servers , or networks connected to the service by any means other than the user interface provided by supercell , including but not limited to , by circumventing or modifying , attempting to circumvent or modify , or encouraging or assisting any other person to circumvent or modify , any security , technology , device , or software that is part of the service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: what plaintiff needed to do to maintain her LTD benefits; if the Social Security and Workers Compensation records supported plaintiffs claim, she was on notice that she needed to provide them. Moreover, even if defendant had received the relevant documents directly from the above-referenced agencies, plaintiff has not shown how these documents would have changed the outcome. Plaintiffs only proffer with respect to the SSA records is her own assertion, without evi-dentiary support, that the SSA found her to be permanently, totally disabled. (See Plf.’s Reply at 2.) Further, even assuming the SSA’s records were consistent with plaintiffs description, defendant would not be bound by any such determination. See Madden v. ITT Long Term Disability Plan, 914 F.2d 1279, 1283-86 (9th Cir. 1990) (<HOLDING>); see also Wallace v. Intel Corp., 2005 WL Options: A. holding parent entitled to credit for any social security disability benefits paid to child as a result of parents disability B. holding a social security number is not private C. holding plan fiduciary did not abuse discretion in crediting medical evidence in record showing lack of disability notwithstanding social security award in favor of claimant D. holding that an evidentiary hearing is not required prior to the termination of social security disability benefits E. holding that a social security disability determination is a legal proceeding

assistant: The best answer is C. holding plan fiduciary did not abuse discretion in crediting medical evidence in record showing lack of disability notwithstanding social security award in favor of claimant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the government.”), abrogated on other grounds by, United States v. Coppa, 267 F.3d 132 (2d Cir.2001); United States v. Szur, 1998 U.S. Dist. LEXIS 3519, *39-46, 1998 WL 661484 (S.D.N.Y.1998) (rejecting defendant’s claims that the NASD “acted pre-textually in conducting their investigations”); see also Marchiano v. National Ass’n of Securities Dealers, Inc., 134 F.Supp.2d 90, 95 (D.D.C.2001) (“[T]he court is aware of no case ... in which NASD Defendants were found to be state actors either because of their regulatory responsibilities or because of any alleged collusion with criminal prosecutors.”). Testimony in an NASD proceeding may entail exposure to criminal liability, but that in itself is not enough to establish the requisite governmental nexus. Shvarts, 90 F.Supp.2d at 222 (<HOLDING>). Cf. United States v. Solomon, 509 F.2d 863, Options: A. recognizing commonlaw privilege against selfincrimination B. holding that questions put to the defendants by the nasd in carrying out its own legitimate investigative purposes do not activate the privilege against selfincrimination C. holding that the drug tax violated the privilege against selfincrimination D. holding that waiver of privilege against selfincrimination is proceeding specific E. holding that defendants exercise of right to testify in own behalf waives his fifth amendment privilege against selfincrimination

assistant: The best answer is B. holding that questions put to the defendants by the nasd in carrying out its own legitimate investigative purposes do not activate the privilege against selfincrimination
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 reimburse the Investor for its legal fees and expenses in connection with the preparation and negotiation of this Agreement and transactions contemplated thereby, less $20,000 previously paid by the Company, to be paid on or prior to the date hereof (the “ Investor Counsel Expense ”). The Investor Counsel Expense shall be paid by the Company whether or not the transactions contemplated by this Agreement are consummated. Except as otherwise set forth above, each party to this Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ford, the Estate says it is clear that the release extinguished the liability of the driver, Henry. In the instant case, the lack of a release discharging Henry (or his estate) from liability as a joint tortfeasor is not fatal to a finding of good faith. “The Contribution Act does not set forth a specific form that a release must take and does not even require the release to be in writing.” Lard v. AM/FM Ohio, Inc., 387 Ill.App.3d 915, 327 Ill.Dec. 273, 901 N.E.2d 1006, 1016 (2009). Given the per person limit for bodily injury coverage on the Hartford policy, Evelyn’s release of Hartford’s liability for uninsured motorist coverage in exchange for the full policy limits achieved the same result as a release of Henry from tort liability. See Lard, 327 Ill.Dec. 273, 901 N.E.2d at 1016 (<HOLDING>). The payment by Hartford to Evelyn was in Options: A. holding that the plaintiffs lawsuit which was filed despite a general release in the parties settlement agreement constituted a material breach of the settlement agreement B. holding that a settlement agreement in which the parties failed to agree upon the terms of a release was unenforceable C. holding that release discharges only those tortfeasors specifically named in the release agreement D. holding in a mass tort situation with over ninety plaintiffs that plaintiffs acceptance of the settlement agreement amounted to an implied release satisfying the contribution acts release requirement E. holding that inclusion of a general release was merely a suggestion of how to terminate the lawsuit and that acceptance was not qualified on use of the specific release and party was willing to discuss the terms of a release

assistant: The best answer is D. holding in a mass tort situation with over ninety plaintiffs that plaintiffs acceptance of the settlement agreement amounted to an implied release satisfying the contribution acts release requirement
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 obligations of the Stockholders under this Agreement are several and not joint. The Company acknowledges and agrees that by executing this Agreement the Stockholders are not waiving any claims they may have under, or releasing the Company from any obligations it may have under (i) that certain Securities Purchase Agreement dated as of March 9, 2015, or (ii) the Series B Exchange Agreement; provided , however , the Company and the Stockholders agree that Sections 4(b) through 4(f) of the Series B Exchange Agreement shall be of no further force or effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby acknowledges that the Company was not in compliance for the period ended December 31, 2015, is not currently in compliance and will not be in compliance for the period ended March 31, 2016 with the Financial Covenants (such non-compliance, collectively, the “ Breach ”) and as a result thereof an Event of Default has occurred and is expected to be continuing. Notwithstanding anything to the contrary set forth in that certain Amendment No. 3 to the Credit Agreement, Consent and Temporary Waiver, dated as of February 11, 2016, among the parties hereto, each of the Lender and the Administrative Agent hereby (a) waives each Event of Default resulting solely from the Breach, (b) waives compliance with each Financial Covenant (other than the Financial Covenant in Section 5.16 of the Credit Agreement) and the delivery of Compliance Certificates with respect thereto, and (c) agrees that Section 7.1(r) of the Credit Agreement shall not be effective (except with respect to a breach of Section 5.16 of the Credit Agreement), in the case of each of clauses (b) and (c), during the period from the date of this Agreement through the earlier of (i) April 1, 2017 and (ii) the completion of the Equity Raise. Thereafter, the Financial Covenants shall be amended as necessary to reflect the prospects of the Company at such time, as determined by the Administrative Agent in its reasonable discretion in consultation with the Company; provided that no Financial Covenant shall be amended in a manner such that results of the Company consistent with cash flow projections for the following twelve month period approved by the Administrative Agent in its reasonable discretion would result in a breach of such Financial Covenant during such period.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: actions took place, October, 2008, plaintiff was working for Dragonfly. Thus, its clear that if someone had any substantial control over the compensation, terms, conditions or privileges of plaintiffs employment it was Dragonfly and not TSI. Based on the foregoing, the court finds that plaintiffs Title VII retaliation claim fails. It is important to note that regardless of whether TSI was plaintiffs employer, plaintiffs claim would have still failed. Although causal connection may be established due to the temporal proximity between the alleged retaliatory actions and the issuance of the Right to Sue letter, the defendants proffered reason for communicating with plaintiffs new employer was both legitimate and non-discriminatory. See DeCaire v. Mukasey, 530 F.3d 1, 19 (1st Cir.2008) (<HOLDING>). The defendants in this case did not take any Options: A. holding that temporal proximity did not support a prima facie case where the employer was contemplating the transfer before it learned of the suit B. holding in a discrimination case that a close temporal proximity sufficient to survive summary judgment existed where the challenged employment action occurred one month after the protected activity C. holding that close temporal proximity is sufficient to establish a prima facie case of retaliation D. holding that standing alone even very close temporal proximity cannot operate as a proxy for a plaintiffs evidentiary requirement and is insufficient to carry a plaintiffs burden on the third prong of his prima facie case E. holding that onemonth temporal proximity was sufficient to establish causation and noting that the prima facie burden in this context is not an onerous one

assistant: The best answer is C. holding that close temporal proximity is sufficient to establish a prima facie case of retaliation
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 in accordance with the laws of the State of Texas, without giving effect to the conflict of law principles thereof. Any disputes or claims arising out of or relating to this Agreement shall be resolved exclusively pursuant to the GameStop CARES Rules of Dispute Resolution Including Arbitration. As provided in the GameStop CARES Rules of Dispute Resolution Including Arbitration, either party may seek temporary or immediate injunctive relief in aid of arbitration, to maintain the status quo pending arbitration, or to prevent violation of the provisions of this Agreement concerning non-competition, non-solicitation, or the use or disclosure of trade secrets or confidential information. Executive hereby irrevocably submits to the exclusive jurisdiction of any Texas State or United States Federal Court sitting in Tarrant County, Texas with respect to such proceedings in aid of arbitration or to enforce any award, judgment, or order of the arbitrator with respect to any controversy arising out of this Agreement. Executive hereby waives any right to a trial by jury in any legal proceeding related in any way to this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: opposing party access to the terms of the agreement between the paying party and the compensated witness. Many courts, including courts in this Circuit, have found that a compensated fact witness is competent to testify as long as the fact that payments were made to that witness is disclosed to the trier of fact. See Jamaica Time Petroleum, Inc. v. Federal Ins. Co., 366 F.2d 156, 158 (10th Cir.1966) (finding that an agreement to pay a reward or “[t]he payment of the reward affects the credibility of the witness and the weight to be given his testimony. These factors are not determinative of competence to testify.”); Goldstein v. Exxon Research and Eng’g Co., No. 95 Civ. 2410, 1997 WL 580599, at *6 (D.N.J. Feb. 28, 1997); New York v. Solvent Chem. Co., 166 F.R.D. 284, 291 (W.D.N.Y.1996) (<HOLDING>). In sum, the “newly discovered evidence” put Options: A. holding that evidence that the defendant and a witness sold drugs together was relevant to prove how the witness knew the defendant B. holding that the constitution does not require the government to disclose impeachment evidence prior to entering a plea agreement with a criminal defendant C. holding that the appropriate sanction was to require the defendant to disclose the nature of the agreement with the witness D. recognizing that informing the jury that testifying witness has agreed to cooperate with the government is a doubleedged sword as the existence of such agreement may suggest either that the witness will testify in accordance with the governments wishes regardless of the truth or that the witness will not he under threat of revocation of the agreement should the witness commit perjury E. holding that due process requires a hearing appropriate to the nature of the case

assistant: The best answer is C. holding that the appropriate sanction was to require the defendant to disclose the nature of the agreement with the witness
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: 40-1.) I will discuss Gessler in more detail below, but its gist was to invalidate a rulemaking in which the Secretary sought to raise the contribution threshold for article XXVIII “issue committee” status from $200 to $5,000 in response to the Tenth Circuit’s decision in Sampson v. Buescher, 625 F.3d 1247 (10th Cir.2010). In Sampson, the Tenth Circuit held unconstitutional Colorado’s campaign finance disclosure requirements as applied to a single ballot-issue committee of neighbors that had spent $1,000 to challenge an annexation initiative. The Court applied “exacting scrutiny” to the case, invalidating Colorado’s disclosure requirements on grounds the burdens imposed could not be justified by the public’s informational interest in how the group made and spent its money. Id. at 1261 (<HOLDING>). The Court specifically declined, however, to Options: A. holding that even if a particular privacy interest is minor nondisclosure remains justified where the public interest in disclosure is virtually nonexistent B. holding that bargaining unit employees have some nontrivial privacy interest in nondisclosure of their home addresses under the freedom of information act and concluding that that interest substantially outweighed the virtually nonexistent public interest in disclosure under foia and the privacy act not the nlra C. holding that an informational interest is not sufficiently important to sustain compelled disclosure of advocates identities during the circulation period D. holding that hiv status generally falls within the constitutional right to informational privacy E. holding governments informational interest was minimal if not nonexistent in light of the small size of the contributions

assistant: The best answer is E. holding governments informational interest was minimal if not nonexistent in light of the small size of the contributions
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 Member agrees to execute and deliver any and all additional instruments and documents and do any and all acts and things as may be necessary or expedient to effectuate more fully this Agreement or any provisions hereof or to carry on the business contemplated hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The term of this Lease (the “ Term ”) is ten (10) years and three (3) months. The Term shall begin on the date that Landlord Substantially Completes the Initial Tenant Improvements Work (the “Commencement Date”) and shall end on the last day of the month in which Tenth (10 th ) year anniversary of the Rent Commencement Date occurs, or such earlier date upon which the Term may expire or be terminated pursuant to any of the conditions of this Lease or pursuant to law (the “Expiration Date”). Landlord and Tenant desire that the Landlord Substantially Complete the Initial Tenant Improvements Work on or about the Estimated Commencement Date. If for any reason (other than Tenant Delay, as hereafter defined), Landlord’s Work shall not be Substantially Completed on the Estimated Commencement Date, this Lease shall nevertheless continue in full force and effect; the Commencement Date shall be postponed until Substantial Completion has occurred; and the Expiration Date shall be adjusted to provide for the full term of this Lease. If Landlord’s Work is delayed because of any Tenant Delay, then the Commencement Date shall be the day the Landlord would have otherwise Substantially Completed Landlord’s Work but for the occurrence of such Tenant Delay.

assistant: Terms
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 its Subsidiaries have filed all Tax returns which are required to be filed and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries except (a) such Taxes, if any, that are subject to a Good Faith Contest and (b) with respect to the Subsidiaries, to the extent the failure to so file any such returns or to pay any such Taxes could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no Tax liens have been filed and no claims are being asserted with respect to such Taxes. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries, taken as a whole, in respect of any Taxes, are adequate.

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: None of the Credit Parties has any Subsidiaries other than the Subsidiaries listed on Schedule 7.12 . Schedule 7.12 describes the direct and indirect ownership interest of each of the Credit Parties in each Subsidiary. Asesores Profesionales ETAK S. de RL. De C.V., a company organized under the laws of Mexico (“ Asesores ”) and ET Mexico, do not own any material assets, have or generate any material revenues or conduct any material business activities.

assistant: Subsidiaries