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

user: Read the legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any term or provision of this Agreement shall (a) be replaced by such term or provision as most closely reflects the intent of the invalid or unenforceable term or provision and (b) not affect the validity or enforceability of the remaining terms and provisions hereof and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Law.

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 Company and the Employer hereby employ the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3, with such employment to automatically continue following the Initial Term for one additional one-year period (the “Extended Term”) in accordance with the terms of this Agreement (subject to termination as aforesaid) upon the end of the Initial Term and the anniversary thereof unless either party notifies the other party in writing of its intention not to renew this Agreement (a “Notice of Non-Renewal”) at least 180 days prior to the expiration of the Initial Term or the Extended Term (the Initial Term, together with the Extended Term, shall hereinafter be referred to as the “Term”).

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: Amgen and Amgen Inc. shall, and Dialysis Center shall, comply with all applicable Laws related to the performance of their respective obligations under this Agreement. Each Party represents and warrants that (which representations and warranties shall be ongoing representations and warranties during the Term): (i) it is not currently named on any of the following lists: (A) HHS/OIG List of Excluded Individuals/Entities, (B) GSA List of Parties Excluded from Federal Programs, or (C) OFAC “SDN and Blocked Individuals” and (ii) it shall promptly notify the other Party in the event it becomes named on any of the following lists: (x) HHS/OIG List of Excluded Individuals/Entities, (y) GSA List of Parties Excluded from Federal Programs, or (z) OFAC “SDN and Blocked Individuals”.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9gag , inc shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond 9gag , inc 's reasonable control , including , without limitation , mechanical , electronic or communications failure or degradation .

assistant: Limitation of liability
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: court was entirely foreseeable, bringing BPC before the bar of a Puerto Rico-based court in respect to litigation arising out of the financing agreement is neither unreasonable nor fundamentally unfair. It follows, therefore, as night follows day, that Puerto Rico’s long-arm statute reaches this dispute, and the lower court’s exercise of in personam jurisdiction over BPC is both legally and constitutionally supportable. Having III. THE FINANCING AGREEMENTS We turn now to the main event — a series of questions involving the enforceability and interpretation of the financing agreements. In answering these questions, we look to th Co., 978 F.2d 750, 757 (1st Cir.1992) (same); see also Salve Regina Coll. v. Russell, 499 U.S. 225, 239-40, 111 S.Ct. 1217, 1225-26, 113 L.Ed.2d 190 (1991) (<HOLDING>). A. Article 1425. We begin our expedition by Options: A. holding that the proper review for the trial courts application of the law is de novo B. holding that a court of appeals should review de novo a district courts determination of state law C. holding that we review a district courts interpretation of a statute de novo D. holding that courts of appeals must review the statelaw determinations of district courts de novo E. holding that we review agency determinations of law de novo

assistant: The best answer is D. holding that courts of appeals must review the statelaw determinations of district courts de novo
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: time and distance of busing is miniscule by comparison. 11 . Letter of transmittal dated July 2, 1971. 1 . Swann v. Charlotte-Mecklenburg Bd. of Educ., (1971) ; Charlotte-Mecklenburg Bd. of Educ. v. Swann, 402 U.S. 1, 91 S.Ct. 1267, 28 L.Ed.2d 554 (1971) ; Davis v. Board of School Commissioners, 402 U.S. 33, 91 S.Ct. 1289, 28 L.Ed.2d 577 (1971); North Carolina State Bd. of Educ. v. Swann, 402 U.S. 43, 91 S.Ct. 1284, 28 L.Ed.2d 586 (1971) ; McDaniel v. Barresi, 402 U.S. 39, 91 S.Ct. 1287, 28 L.Ed.2d 582 (1971) ; Moore v. Charlotte-Mecklenburg Bd. of Educ., 402 U.S. 47, 91 S.Ct. 1292, 28 L.Ed.2d 590 (1971). 2 . See, e. g., Green v. County School Board, 391 U.S. 430, 88 S.Ct. 1689, 20 L.Ed.2d 716 (1968) and Raney v. Board of Education, 391 U.S. 443, 88 S Ct. 1697, 20 L.Ed.2d 727 (1968) (<HOLDING>) ; Griffin v. County School Board, 377 U.S. Options: A. holding that the freedom of choice provisions do not contain the unambiguous rightscreating language of gonzaga B. holding that a termination of an erisa plans benefits must be based upon the plans terms and language C. holding that a state law requiring benefit plans to include minimum benefits related to erisa plans D. holding freedom of choice plans unconstitutional E. recognizing freedom of personal choice in matters concerning marriage and family life protected by fourteenth amendment

assistant: The best answer is D. holding freedom of choice plans unconstitutional
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: medication, King filed a timely appeal. In the main, this appeal presents the question of whether the district court erred in denying Plaintiff-Appellant’s requested Fourth Amendment jury instructions with regard to Kramer. We address that portion of the appeal first. II In granting Kramer’s motion in li-mine to preclude Plaintiff-Appellant from arguing the applicability of the Fourth Amendment, the district court stated that Plaintiff-Appellant had waived her Fourth Amendment claim. Slip Op. at 6 (W.D.Wis. Jan. 9, 2013), ECF No. 643 (“[Pjlaintiff waived any right to a Fourth Amendment claim premised on an objectively unreasonable standard by failing to timely pursue such a claim. The court will not allow such a significant shift in plaintiffs theory of recovery on t th Cir.1997) (<HOLDING>) (citation omitted). Likewise, Williams Options: A. holding that a claim is not properly before the appellate court because it is axiomatic that arguments not raised below are waived on appeal B. holding that arguments not raised before the trial court are waived C. holding arguments not raised on appeal waived D. holding that arguments not raised below are waived for appeal E. holding that arguments not raised in district court are waived

assistant: The best answer is A. holding that a claim is not properly before the appellate court because it is axiomatic that arguments not raised below are waived on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller, Guarantor and their respective Subsidiaries have timely filed all tax returns that are required to be filed by them and have timely paid all Taxes, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. There are no Liens for Taxes, except for statutory liens for Taxes not yet due and payable.

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: amount of $30,000.00 (the “Post-Petition Retainer”). Not surprisingly, the estate’s creditors were interested in the source of the Post-Petition Retainer and addressed the subject at the August 28th hearing. When asked about the source of the retainers received by the Winterhalter Firm, the Debtor admitted that he personally directed Curtis Investors to pay the Post-Petition Retainer to the Winterhalter Firm. Transcript 8/28/2012, 106:9-11. He further explained: He gets paid by me or my controller, making sure that he gets paid. I’m sure it’s a — somehow, some money that I have control over a partnership and— and he’d have to get paid, I believe. I don’t have money sitting in an account right now that I can go cut another check to him. Transcript 8/28/2 458, 462 (Bankr.M.D.Pa.1996) (<HOLDING>); In re Perrysburg Marketplace Co., 176 B.R. Options: A. holding that a postpetition claim under section 1305 is a liability that arises postpetition and relates only to postpetition activity B. holding noncompete payments were not exempt from the debt ors bankruptcy estate as earnings from postpetition services under 541a6 because the noncompete agreement was inextricably intertwined with the debtors sale of stock that was an includable bankruptcy asset that predated debtors bankruptcy petition C. holding without elaboration that funds in debtors bank account arising from workers compensation payments remained exempt D. recognizing that an attorney hired to represent a debt or is not employed in the ordinary course E. recognizing that postpetition payments to debtors attorney may not be characterized as ordinary course transaction exempt from 363bls notice and hearing requirements

assistant: The best answer is E. recognizing that postpetition payments to debtors attorney may not be characterized as ordinary course transaction exempt from 363bls notice and hearing requirements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December28, 2016; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: pleading. The only document that had been filed prior to the motion was the notice of appearance filed by the Mesas’ attorney. That notice of appearance did not answer or respond to the complaint, raise any defense, seek any affirmative relief, or by its terms submit the Mesas to the jurisdiction of the court. Rather, it simply served as formal notice that counsel was representing the Mesas in the instant case, and requested that counsel be served with copies of any future pleadings, motions and notices. The trial court erred in determining that counsel’s filing of this notice of appearance waived the right to contest personal jurisdiction, including the right to contest the sufficiency of service of process. See Public Gas Co. v. Weatherhead Co., 409 So.2d 1026, 1027 (Fla.1982) (<HOLDING>)(approving this court’s earlier conclusion in Options: A. holding that the filing of a notice of appearance by weatherheads counsel did not waive its right to claim lack of jurisdiction over its person B. holding the notice of appearance was not a motion under rule 12b2 4 or 5 and therefore the filing of the notice constituted a voluntary appearance by the defendants in this action which was the equivalent of the service of the summons upon them C. holding that defendant did not waive his special appearance by filing a motion for new trial subject to the special appearance D. holding that defendant did not waive special appearance E. holding that the party did not waive its right to enforce the arbitration clause

assistant: The best answer is A. holding that the filing of a notice of appearance by weatherheads counsel did not waive its right to claim lack of jurisdiction over its person
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: Prior to the Discharge of First-Out Obligations, the First-Out Agent agrees that if it shall at any time hold a First-Out Lien on any Shared Collateral that can be perfected by the possession or control of such Collateral or of any Account in which such Shared Collateral is held, and if such Shared Collateral or any such Account is in fact in the possession or under the control of the First-Out Agent, the First-Out Agent will serve as gratuitous bailee for the Second-Out Agent for the sole purpose of perfecting the Second-Out Lien of the Second-Out Agent on such Shared Collateral. It is agreed that the obligations of the First-Out Agent and the rights of the Second-Out Agent and the other Second-Out Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article II. Notwithstanding anything to the contrary herein, the First-Out Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Second-Out Lien on any such Shared Collateral and shall have no responsibility, duty, obligation or liability to the Second-Out Agent or any other Second-Out Secured Party or any other Person for such perfection or failure to perfect, it being understood that the sole purpose of this Article is to enable the Second-Out Secured Parties to obtain a perfected Second-Out Lien in such Shared Collateral to the extent, if any, that such perfection results from the possession or control of such Shared Collateral or any such Account by the First-Out Agent. The First-Out Agent acting pursuant to this Section 5.01 shall not have by reason of the First-Out Security Documents, the Second-Out Security Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any First-Out Secured Party, the Second-Out Agent or any Second-Out Secured Party. Subject to Section 4.03 , from and after the Discharge of First-Out Obligations, the First-Out Agent shall take all such actions in its power as shall reasonably be requested by the Second-Out Agent (at the sole cost and expense of the Grantors) to transfer possession or control of such Shared Collateral or any such Account (in each case to the extent the Second-Out Agent has a Lien on such Shared Collateral or Account after giving effect to any prior or concurrent releases of Liens) to the Second-Out Agent for the benefit of all Second-Out Secured Parties.

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 legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS SUBORDINATION AGREEMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY EACH PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES TO ENTER INTO THIS SUBORDINATION AGREEMENT.

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 legal provision and list the applicable contract clause categories. Provision: Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the FCPA, the UK Bribery Act 2010, and other similar anti-corruption Laws in other jurisdictions.

assistant: Anti-Corruption 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: Mot. Dis. at 3^4. b. Plaintiffs Response. Plaintiff offers no response to the Government’s argument. c. The Court’s Resolution. The United States Court of Federal Claims has jurisdiction over claims asserted under the Just Compensation Clause of the Fifth Amendment to the United States Constitution. See Murray v. United States, 817 F.2d 1580, 1583-84 (Fed.Cir.1987) (“Although the Claims Court has jurisdiction over a[t]aking claim, the more difficult question is whether the [plaintiff has] stated such a claim in this ease”). To invoke the court’s jurisdiction, the plaintiff must admit that the Government’s taking was authorized, because an actionable “takings” can only result from authorized federal actions. See Acadia Tech., Inc. v. United States, 458 F.3d 1327, 1329-32 (Fed.Cir.2006) (<HOLDING>); see also Blanchette v. Connecticut General Options: A. holding that the premise underlying the action was that plaintiff was deceived by the words and actions of an employer the subject of the deception was pension benefits but that was only incidental and not essential to the cause of action B. holding that a cause of action for an unconstitutional taking accrues at the time the taking occurs C. holding that in a declaratory judgment action it is the character of the impending action not the plaintiffs defense that determines whether there is federal question jurisdiction D. holding that in a takings case the court assumes that the underlying action was lawful and decides only whether the governmental action in question constituted a taking for which compensation must be paid E. holding that notwithstanding fact that employer brought suit in its own name pursuant to ocga 349111 c only for the liquidated amount that had been paid to the employee in workers compensation benefits after employee failed to file his own tort action within one year of injury employee was not precluded from bringing his own separate action to recover for personal injuries and loss of consortium but noting that employee received notice of employers suit only after filing his own action suggesting that court in which employers action was pending had wrongly denied the employees motion to intervene to which motion employer had objected noting that if employee had not moved to intervene in other action employees separate action would have been barred by laches and holding that thirdparty tortfeasor could move for mandatory joinder of the employer in the employees action

assistant: The best answer is D. holding that in a takings case the court assumes that the underlying action was lawful and decides only whether the governmental action in question constituted a taking for which compensation must be paid
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: 437 U.S. 463, 468, 98 S.Ct. 2454, 57 L.Ed.2d 351 (1978). The Government contests only the first element, arguing the order in this case does not “conclusively determine the disputed question” because the district court is “monitoring the case” and at any time “may lift the stay” should it decide the military commission proceeding is “unlikely to begin in a timely fashion.” Even a collateral order that is technically subject to modification, however, “conclusively determine^] the disputed question [if] there is no basis to suppose that the District Judge contemplated any reconsideration of his decision.” Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 12-13, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983); see also Lockyer v. Mirant Corp., 398 F.3d 1098, 1103 (9th Cir.2005) (<HOLDING>); In re Gen. Motors Corp., 594 F.2d 1106, 1118 Options: A. holding appellants failure to plead affirmative defense of modification precluded trial court from considering evidence of oral modification at summary judgment hearing B. holding that insurance guarantee association stay statute did not suspend limitation period because action was not pending when stay was entered C. holding that denial of petition for modification of maintenance was proper when the parties agreement prohibited modification of maintenance D. holding that there is no impermissible modification of the note because the very terms of the note allow for prepayment without a penalty E. holding a stay although theoretically subject to modification was a reviewable collateral order because the district court did not impose a time limit on the stay or note circumstances that might result in its modification

assistant: The best answer is E. holding a stay although theoretically subject to modification was a reviewable collateral order because the district court did not impose a time limit on the stay or note circumstances that might result in its modification
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All prepayments made pursuant to this Section 3.3 shall (i) be subject to Section 3.11 and (ii) unless the Borrower shall specify otherwise, be applied first to Base Rate Loans, if any, and then to Eurodollar Loans in direct order of Interest Period maturities. Except as otherwise set forth in subclause (b) above, amounts prepaid on the Revolving Loans may be reborrowed in accordance with the provisions hereof.

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 legal provision and list the applicable contract clause categories. Provision: If the Employee’s Service with the Corporation or a Subsidiary or an Affiliate terminates during the first year of the Vesting Period because of the Employee’s Retirement, due to his or her Disability or due to his or her death, the Employee (or, in the case of the Employee’s death, the Employee’s beneficiary or representative) will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which is the number of full months completed in the first year of the Vesting Period as of the date of termination, and the denominator of which is twelve. If the Employee’s Service with the Corporation or a Subsidiary or an Affiliate terminates after the first year of the Vesting Period because of the Employee’s Retirement, due to his or her Disability or due to his or her death, the Restricted Stock Units shall become immediately vested in full and payable in accordance with Sections 4 and 5.

assistant: Disability
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: given Raymon “reasonable warning” of his decision to withdraw as Ray-mon’s counsel. Franke, 207 Md.App. at 691, 55 A.3d 713 (emphasis added) (internal citation omitted). The circumstances of Franke are inapposite to the case before us, since Mr. Norman did not establish that Ms. Puppolo substantially failed to fulfill obligations owed to him, as contemplated in Franke. To the extent there was a hardship, it was one that Mr. Norman created. Cases where a court determined that a client substantially failed to fulfill an obligation owed to counsel involved situations where the attorney would suffer immense financial hardship or exposure to sanctions for ethical violations, or a significant conflict of interest existed between attorney and client. See Franke, 207 Md.App. 679, 55 A.3d 713 (<HOLDING>); Fidelity, 310 F.3d 537 (reversing an order Options: A. holding that counsel would suffer undue hardship if motion to withdraw was not granted because client failed to pay over 120000 in legal fees yet expected continued representation by counsel B. recognizing minors right to representation by counsel in a law violation proceeding C. recognizing that although the fourth circuit has not yet addressed the issue partial discharge may be granted to the extent that it would be an undue hardship for the debtor to have to pay that portion of the loan that is to be discharged D. holding the state courts denial of a motion to substitute retained counsel for appointed counsel to be an unreasonable application of gonzalezlopez because it was not justified by undue delay and the trial court wrongly assumed without questioning the defendant that she could not afford to pay retained counsel E. holding that denying counsels motion to withdraw would result in undue hardship because continued representation while honoring clients requests would force counsel to violate ethical obligations

assistant: The best answer is A. holding that counsel would suffer undue hardship if motion to withdraw was not granted because client failed to pay over 120000 in legal fees yet expected continued representation by counsel
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: by statute” if that statute either “(A)(i) requires that the matters be withheld from the public in such a manner as to leave no discretion on the issue; or (A)(ii) establishes particular criteria for withholding or refers to particular types of matters to be withheld.” 5 U.S.C. § 552(b)(3). Here, the CIA principally invokes Section 102A(i)(1) of the National Security Act of 1947, 50 U.S.C. § 3024(f)(1), which provides that “[t]he Director of National Intelligence shall protect intelligence sources and methods from unauthorized disclosure.” Plaintiff does not dispute that the National Security Act satisfies the second criterion mentioned above because it “refers to particular types of matters to be withheld” — namely, “intelligence sources and methods.” See, e.g., ACLU, 628 F.3d at 619 (<HOLDING>). The principal question, then, is whether the Options: A. holding one who claims tax exemption has burden of showing entitlement to exemption B. holding act qualifies as exemption statute under exemption 3 C. holding a debtors claim for loss of consortium to be entitled to an exemption under the oklahoma exemption statute and collecting other bankruptcy decisions recognizing a debtor spouses loss of consortium as the basis for allowing an exemption under federal and various state exemption statutes D. holding that 6103 qualifies as an exemption statute E. holding that rule 6e qualifies as a statute for purposes of exemption 3

assistant: The best answer is B. holding act qualifies as exemption statute under exemption 3
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 pay to Executive an annual base salary of $400,000 per year (the “ Base Salary ”), payable in accordance with the Company’s usual payroll practices (and in any event no less frequently than monthly). Executive’s Base Salary shall be subject to an annual review by the Board following the Effective Date. In the event of an adjustment to the Base Salary, the term “Base Salary” shall refer to the adjusted amount.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court: there is uncertainty as to whether the Rehabilitation Act covers private organizations like the Girl Scouts. The relevant statutory language has been the subject of relatively few decisions, so this is not a case where a plaintiff obtusely failed to comply with well-established legal standards. Accordingly, Megan could reasonably have expected that the allegations in her original complaint would survive a motion to dismiss. Moreover, given how difficult it might be to discover all of the Girl Scouts’ activities, the disputed issue is one that may require considerable time, effort, and money to litigate. It was reasonable for her to avoid that expense until she was sure that she failed to survive the motion to dismiss. Cf. Bausch v. Stryker Corp., 630 F.3d at 560-61 (<HOLDING>) (citation and internal quotation marks Options: A. recognizing burden B. recognizing that plaintiffs pleading burden is commensurate with the amount of information available to them C. holding that the burden is on the plaintiff D. recognizing relevance of information and that need for this information outweighs the burden to appellants E. recognizing by citing several cases that diametric opposing lines of case law authority exist with one line suggesting that information need not allege each element of offense charged because notice pleading is sufficient distinguishing pleading elements from pleading facts

assistant: The best answer is B. recognizing that plaintiffs pleading burden is commensurate with the amount of information available to them
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party will, and will cause each of its Subsidiaries to, (a) pay in full before delinquency or before the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, other than Taxes not in excess of $50,000, except to the extent that the validity of such Tax is the subject of a Permitted Protest and so long as, in the case of an assessment or tax that has or may become a Lien against any of the Collateral, (i) such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such assessment or tax, and (ii) any such other Lien is at all times subordinate to Lender's Liens; and (b) make timely payment or deposit of all tax payments and withholding taxes required of it and them by applicable laws, including those laws concerning F.I.C.A, F.U.T.A, state disability, and local, state, and federal income taxes, and will, upon request, furnish Lender with proof reasonably satisfactory to Lender indicating that such Loan Party and its Subsidiaries have made such payments or deposit.

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: Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Company and each Subsidiary are engaged, including but not limited to directors and officers insurance coverage at least equal $5 Million dollars in total coverage. To Company’s knowledge, such insurance contracts and policies are in full force and complete in all material respects. Neither Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without an increase in cost that would constitute a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 hereof is invalid or unenforceable, the other provisions hereof shall remain in full force and effect and shall be liberally construed in favor of Bank in order to effectuate the other provisions hereof.

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: Minn.Stat. § 504B.001, subd. 12 (2014) (emphasis added). It also defines “tenancy at will” as “a tenancy in which the tenant holds possession by permission of the landlord.” Id., subd. 13 (2014) (emphasis added). Unlike the tenants in Jones, the Mitch-ells did not enter into a lease with the owners of the property after the foreclosure. Cf. 720 N.W.2d at 353-54 (describing tenancy arrangement after foreclosure). Since the Mitchells did not enter into a lease with either Wells Fargo or Freddie Mac after foreclosure and did not have either Wells Fargo’s or Freddie Mac’s permission to remain in possession of the property after foreclosure, they are not tenants for purposes of Minn.Stat. § 504B.121. See Fed. Land Bank of St. Paul v. Obermoller, 429 N.W.2d 251, 258 (Minn.App.1988) (<HOLDING>), review denied (Minn. Oct. 26, 1988). The Options: A. holding landlord and tenants obligations mutually dependent B. holding that foreclosure suit brought six years after judgment in timely suit was not timebarred because tax liens are enforceable at any time C. holding that tenants had standing to bring fourth amendment claim where tenants were threatened with eviction unless they consented to allegedly unreasonable warrantless searches D. holding tenants leasing house by oral agreement were coinsureds both landlord and tenants had liability insurance E. holding under a precursor to minnstat 504b121 that former owners are not tenants after a foreclosure

assistant: The best answer is E. holding under a precursor to minnstat 504b121 that former owners are not tenants after a foreclosure
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: is not reversible unless prejudice is shown. State v. Landon, 370 S.C. 103, 108, 634 S.E.2d 660, 663 (2006). 286 We find no prejudice to Caldwell such as would entitle him to suppression of the statements. The statements, as referred to in Officer Porter’s supplemental report, were admittedly turned over to the defense in April 2006. Caldwell contends the State’s failure to disclose the alleged statements until that time prejudiced him because, after that point, the opportunity afforded to him to plead to only a single indictment had passed. However, a defendant has no constitutional right to plea bargain. State v. Chisolm, 312 S.C. 235, 237, 439 S.E.2d 850, 852 (1994). Thus, Caldwell was not prejudiced by the delayed disclosure. See Chisolm, 312 S.C. at 237-38, 439 S.E.2d at 851-52 (<HOLDING>). IV. Admission of Testimony on How the Victims Options: A. recognizing that both parties to a plea bargain make various concessions and gain certain advantages during plea negotiations and underscoring that a criminal defendant having availed himself of the advantages of a plea agreement cannot welch on his part of the bargain internal quotation marks and citation omitted B. holding even though assistant solicitor acted inappropriately by communicating with a party known to be represented by counsel and by surreptitiously tape recording the conversation assertion appellant was prejudiced as evidenced by the absence of plea negotiations was insufficient inasmuch as a defendant has no constitutional right to plea bargain C. recognizing a defendants constitutional right to be represented by counsel of his own choice D. holding that the defendant was denied his right to the effective assistance of counsel when a codefendants plea bargain including a promise to testify against the defendant was negotiated by the law partner of the defendants counsel E. holding that a criminal defendant can waive important constitutional rights by entering into a plea bargain

assistant: The best answer is B. holding even though assistant solicitor acted inappropriately by communicating with a party known to be represented by counsel and by surreptitiously tape recording the conversation assertion appellant was prejudiced as evidenced by the absence of plea negotiations was insufficient inasmuch as a defendant has no constitutional right to plea bargain
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: of that section: there can be no cause of action unless the statute alleged to be violated “secures” an enforceable right. In Pennhurst, the Supreme Court held that 42 U.S.C. § 6010, of the Developmental^ Disabled Assistance and Bill of Rights Act, created no substantive rights in the mental ly retarded and therefore could not form the basis for a section 1983 action. 451 U.S. at 11 & 28 n.21, 101 S.Ct. at 1536 & 1545 n.21. The Court also remanded the case for a determination of whether conditions on the grant of federal funds to the states contained in other sections of the same act created causes of action under § 1983 against states for failing to comply with those conditions. Id. at 28-30, 101 S.Ct. at 1545-1546. See also Dopico v. Goldschmidt, 518 F.Supp. 1161, 1176 (S.D.N.Y.1981) (<HOLDING>); Perry v. Housing Authority of City of Options: A. recognizing 1983 substantive due process claim B. holding that 16 of the urban mass transit act 1656 of the federalaid highway act and other acts created no substantive rights sufficient to invoke 1983 C. holding no violation of the travel act D. holding retroactive application of the act to prosecution that was pending before the effective date of the act was precluded because the act is prospective E. holding that c 151b precludes claims under mass gen l c 214 1c civil rights act and equal rights act

assistant: The best answer is B. holding that 16 of the urban mass transit act 1656 of the federalaid highway act and other acts created no substantive rights sufficient to invoke 1983
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Borrower, the Company and each other Guarantor of this Agreement and the other Loan Documents to which the Borrower, the Company or such other Guarantor is or is to become a party and the transactions contemplated hereby and thereby do not require the Borrower, the Company or any Guarantor to obtain the approval or consent of, or require the filing by the Borrower, the Company or any Guarantor with, any governmental agency or authority, or any third party, other than those already obtained or made.

assistant: Consents
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’s obligation to deliver shares of Restricted Stock to the Grantee upon the vesting of such shares shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). The Company shall withhold from the Restricted Stock that would otherwise have been delivered to the Grantee the number of shares necessary to satisfy the Grantee’s Required Withholding, and deliver the remaining whole shares of Restricted Stock to the Grantee, unless the Grantee has made arrangements with the Company for the Grantee to deliver to the Company cash, a check or other available funds for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date the shares of Restricted Stock become vested. The amount of the Required Withholding and the number of shares of Restricted Stock to be withheld by the Company, if applicable, to satisfy the Grantee’s Required Withholding, shall be based on the Fair Market Value of the shares of vested Restricted Stock on the date prior to the applicable date of vesting and shall be limited to the withholding amount calculated using the minimum statutory withholding rates or; in accordance with any policy adopted by the Company, such other applicable withholding rates not in excess of the maximum statutory rates in effect for the applicable jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason. Notwithstanding any provision of this Agreement to the contrary, all unvested RSUs shall also be immediately forfeited upon the Participant’s violation of any provision of any Confidentiality and Non-Competition Agreement entered into by the Participant, as determined by the Company.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you assume all risks relating to your online or offline communications and interactions with other users of the services and with other persons with whom you communicated or interact as a result of your use of the services .

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: Employee irrevocably waives any current or future objection to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in any Virginia state or federal court and any objection on the ground that any such action or proceeding in either court has been brought in an inconvenient forum. However, nothing in this Section 5.7 will affect the right of the Company to bring any action or proceeding against Employee or his property in the courts of other jurisdictions.

assistant: Venues
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 disclosed on Schedule 5.1(c)-1 , no Credit Party has any Subsidiaries as of the Closing Date. Schedule 5.1(c)-1 sets forth, for each Person set forth thereon and, with respect to clause (iii) below, the Borrower, a complete and accurate statement of (i) the percentage ownership of each such Person by the applicable Credit Party or Subsidiary of a Credit Party as of the Closing Date, and (iii) the state or other jurisdiction of incorporation or formation, as appropriate, of each such Person as of the Closing Date. As of the Closing Date (A) all Guarantors are set forth on Schedule 5.1(c)-2 and (B) the assets of all Immaterial Subsidiaries and Excluded Subsidiaries do not exceed ten percent (10%) of the Consolidated Net Tangible Assets.

assistant: Subsidiaries
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: Employee agrees that he shall be liable for all damages caused to the Company for his disclosure any of the Confidential Information and Proprietary Information, either directly or indirectly, including, but not limited to, loss of revenue, loss of business, loss of customers, loss of customer goodwill, and loss of trade secrets. The Company may prosecute Employee for any violation of this provision, at Employee's expense, and the Company’s remedies shall include, but not be limited to, damages, punitive damages, and special damages.

assistant: Remedies