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: Annual Incentive Bonus Plan Initial One-Time Equity Award On the Start Date, subject to Compensation Committee approval, you will receive an initial equity award. This award will consist of a number of Performance Share Units (“PSUs”) equal to $1 million in value and a number of Restricted Share Units (“RSUs”) with a value equal to $2.25 million. The actual number of PSUs and RSUs will be determined by taking the value of each respective grant and dividing it by the average closing price of SEAS stock during the ten (10) trading days immediately prior to but not including the Start Date, which will be the effective date of each of the grants. The PSUs vest if SEA achieves its 2018 LTI goal of $500 million Adjusted EBITDA in 2020, subject to your continued employment. The RSUs shall vest in three equal annual installments over the first three anniversaries of the date of grant so long as you remain employed by the Company through such dates. The terms will be outlined in greater detail in your definitive binding grant agreements.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 362 U.S. 58 80 S.Ct. 612 4 L.Ed.2d 535 UNITED STATES of America, petitioner,v.Curtis M. THOMAS, Registrar of Voters of Washington Parish, Louisiana, et al. No. 667. Supreme Court of the United States February 29, 1960 Sol. Gen. J. Lee Rankin, Washington, D. C., for petitioner. Messrs. Weldon A. Cousins and Henry J. Roberts, Jr., New Orleans, La., for respondents. On Petition for Writ of Certiorari to the United States Court of Appeals for the Fifth Circuit. PER CURIAM. 1 Pursuant to its order of January 26, 1960, 361 U.S. 950, 80 S.Ct. 398, the Court has before it (1) the application of the United States for an order vacating the order of the Court of Appeals, dated January 21, 1960, staying the judgment of the District Court for the Eastern District of Louisiana, New Orleans Division, dated January 11, 1960, 180 F.Supp. 10; and (2) the petition of the United States for a writ of certiorari to the Court of Appeals to review the judgment of the District Court as to the respondent, Curtis M. Thomas, Registrar of Voters, Washington Parish, Louisiana. Having considered the briefs and oral arguments submitted by both sides, the Court makes the following disposition of these matters: 2 The petition for certiorari is granted. Upon the opinion, findings of fact, and conclusions of law of the District Court and the decision of this Court rendered today in United States v. Raines, 80 S.Ct. 519, the aforesaid stay order of the Court of Appeals is vacated, and the judgment of the District Court as to the respondent Thomas is affirmed. It is so ordered.

assistant: 2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall (a) by 4:15 p.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this S ection 6.4 , such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction), except that such Purchaser may disclose the terms to its financial, accounting, legal and other advisors.

assistant: Publicity
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 express representations and warranties of Seller contained in this Article III and the Special Warranty contained in the Assignment, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any representation or warranty, express, statutory, implied, or otherwise, including with respect to: (a) the quality, accuracy, completeness or materiality of the data, information and materials furnished (whether electronically, orally, by video, in writing, in any data room or by any other medium) at any time to Buyer, its officers, agents, employees and affiliates in connection with Buyer’s investigation of the Properties and Assumed Liabilities and the transactions contemplated hereby (including with respect to title, costs, expenses, revenues, accounts receivable and accounts payable associated with the Properties, the financial viability or productivity of the Properties, the environmental or physical condition of the Properties and federal, state, local or tribal income or other Tax consequences associated with the Properties); (b) title; (c) the quality, quantity or volume of the reserves, if any, of the Hydrocarbons in or under the Properties, both surface and subsurface; (d) compliance with applicable laws (including Environmental Laws); (e) the environmental condition of the Properties; (f) absence of defects (latent or patent), safety and state of repair; (g) any rights of Buyer and/or its affiliates under applicable laws to claim diminution of consideration or return of the Purchase Price; (h) any warranty of freedom from patent, copyright or trademark infringement; and (i) production rates, recompletion opportunities, decline rates and gas balancing information. Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials. Except for the special warranty of title set forth in the Assignment, the Properties are sold, and Buyer accepts the Properties “AS IS, WHERE IS AND WITH ALL FAULTS”. Except for the special warranty of title set forth in the Assignment, there are no representations or warranties that extend beyond the face of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Transaction Documents and the other written agreements currently in place between the Company and the Investors and their respective affiliates, contains the entire agreement among the parties in respect of the subject matter hereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you can choose not to enjoy the services , if you do n't want these terms to apply ( and by these terms we also mean our privacy policy , cookies and tracking technologies policy , dmca policy , and other policies on our policies page , which are incorporated herein ) .

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: Unless specifically provided herein, the Offer Letter, this Agreement, and the Mutual Agreement to Arbitrate Claims contain all the understandings and representations between Executive and the Company pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of Revolver Loans shall be used by Borrowers solely (a) to pay fees and transaction expenses associated with the closing of this credit facility; (b) to pay Obligations in accordance with this Agreement; (c) to finance the Jiffy Acquisition and Permitted Acquisitions; and (d) for working capital and other lawful corporate purposes of Borrowers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section ), the amount of such Letter of Credit, the Agreed LC Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 1.06 and 2.12(b) , the Dollar Amount of the LC Exposure shall not exceed $15,000,000, (ii) the Borrower is in compliance with the Revolving Exposure Limitations and (iii) the Foreign Currency LC Exposure shall not exceed the Foreign Currency LC Sublimit.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Obligor shall, and shall cause each of its Restricted Subsidiaries to, use the proceeds of the issuance and sale of the Notes solely (a) together with the proceeds of borrowings on the Closing Date under the First Lien Facilities and cash on hand on the Closing Date, to pay a portion of the purchase consideration for the Closing Date Acquisition and consummate the Closing Date Refinancing, and (b) to pay the Transaction Expenses. No portion of the proceeds shall be used in any manner that causes or might cause such application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

assistant: Use Of Proceeds
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 indemnify, hold harmless, reimburse and defend Lender, and Lender’s officers, directors, affiliates, members, managers, and employees, against any claim, cost, expense, liability, obligation, loss or damage (including, without limitations, reasonable legal fees) of any nature, incurred by or imposed upon them which results, arises out of, or is based upon: (a) any misrepresentation by the Company, or breach of any warranty by the Company in this Agreement, or in any exhibits or schedules attached hereto, and (b) any breach or default in performance by Company of its their obligations hereunder.

assistant: Indemnifications
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 guilty, where they have prestige enough to induce the trial court to give them latitude. When the error is exposed on appeal, it is met by the stereotyped argument that it is not apparent it in any wise influenced the minds of the jury. The reply the law makes to such suggestion is: that, after injecting it into the case to influence the jury, the prosecutor ought not to be heard to say, after he has secured a conviction, it was harmless. State v. Rowell, 77 N.M. 124, 128-29, 419 P.2d 966, 970 (1966). {20} Because of the magnitude of the misconduct, and because evidence of guilt was not overwhelming, we conclude that the prosecutor’s conduct was unwarranted and prejudicial to Defendant’s right to a fair trial. See State v. Bartlett, 96 N.M. 415, 419, 631 P.2d 321, 325 (Ct.App.1981) (<HOLDING>). {21} Because there was no objection, we also Options: A. holding that erroneous admission of improper and prejudicial evidence did not require reversal because the jury would have returned a verdict of guilty against the defendant even without the prejudicial testimony B. holding that to determine whether the employer intentionally discriminated against the employee the court examines if there is evidence from which a reasonable jury could find that the employers stated reason for the firing is pretext C. holding that it is prejudicial to indicate to the jury that the plaintiff has or may have another remedy D. holding that the presence of four uniformed state troopers in the front row of the gallery was neither inherently nor actually prejudicial to the defendant E. holding that intentionally communicating falsehoods to the jury is inherently prejudicial the effects of which cannot be erased

assistant: The best answer is E. holding that intentionally communicating falsehoods to the jury is inherently prejudicial the effects of which cannot be erased
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During each calendar year of employment under this Agreement, Employee shall be entitled to paid vacation leave in an amount equal to one (1) week plus the amount otherwise determined in accordance with such policies from time to time in effect at SBG, with 250 hours that can be carried over at any time.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 515 U.S. 321115 S. Ct. 2552132 L. Ed. 2d 252 BRETT C. KIMBERLIN, PETITIONERv.J. MICHAEL QUINLAN ET AL. No. 93-2068 SUPREME COURT OF THE UNITED STATES June 12, 1995, Decided ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT . 6 F.3d 789, vacated and remanded. Per Curiam. 1 The judgment is vacated, and the case is remanded to the United States Court of Appeals for the District of Columbia Circuit for further consideration in light of Johnson v. Jones, ante, p. 304.

assistant: 9
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 Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

assistant: Remedies
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 closing (the “ Closing ”) of the transactions contemplated by this Agreement (the “ Share Exchange ”) shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York or such other places as the Parties shall agree upon, on the delivery of executed copies of this Agreement by all the parties and other deliveries as set forth in Section V, or such other date and time as the Parties may mutually determine (the “ Closing Date ”).

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 case excerpt and choose the best holding from the options. Case excerpt: it does not follow that the presentment of a defective complaint invests the trial court with jurisdiction. Under Huynh, defendants charged by complaint in municipal court may raise alleged defects in the complaint for the first time on appeal, even though, after the 1985 amendments to article five, section 12, of the Texas Constitution and to article 1.14(b) of the Code of Criminal Procedure, defendants charged by indictment or information could no longer raise such complaints for the first time on appeal. We therefore conclude, again based on Huynh, that if a complaint does not allege all the elements of an offense, the complaint is not a valid charging instrument, it does not invoke the jurisdiction of the trial court, and is therefore void. See, e.g., McElroy, 720 S.W.2d at 492 (<HOLDING>). We sustain appellant’s third point of error. Options: A. holding that an indictment gave sufficient notice when the indictment charged the elements of the offense B. holding that all five elements of 547b must be met C. holding that a found in indictment need not allege all of the elements of entry D. holding in a case predating the amendment to article five section 12 that to be a valid charging instrument and to invoke the trial courts jurisdiction an indictment must allege all essential and constituent elements of the offenses sought to be charged E. holding that an indictment charging one offense during the commission of another crime need not allege the elements of the latter offense

assistant: The best answer is D. holding in a case predating the amendment to article five section 12 that to be a valid charging instrument and to invoke the trial courts jurisdiction an indictment must allege all essential and constituent elements of the offenses sought to be charged
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 breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. This Agreement integrates and supersedes any prior and/or contemporaneous agreements and/or discussions between the parties. This Agreement incorporates the provisions of Appendix 1, but in the event of conflict between Appendix 1 and the terms already set forth in this Agreement, the terms already set forth in this Agreement shall prevail.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Indeed, when asked to summarize his theory of how the McIntosh home was destroyed, Dr. Sinno stated: “I agree fully with the first conclusion of the first inspector from State Farm,” that is, Ford. The Rigsbys are the “paradigmatic ... whistleblowing insider[s].” U.S. ex rel. Lam v. Tenet Healthcare Corp., 287 Fed.Appx. 396, 401 (5th Cir.2008) (internal quotation marks and citation omitted); see also Sylvia, Fraud Against the Government § 11:62; John T. Boese, Civil False Claims and Qui Tam Actions § 4.02[D][3][a] (4th ed. 2014) (“[Kjknow-ledge acquired and witnessed during the course of employment or professional work is direct knowledge.”). Their direct knowledge surpasses that presented by other would-be relators in our original source case law. Compare Jamison, 649 F.3d at 331-32 (<HOLDING>); U.S. ex rel. Fried v. West Indep. Sch. Dist., Options: A. holding relator satisfied rule 9b by alleging the basic framework procedures the nature of fraudulent scheme and the financial arrangements and inducements among the parties and physicians that give rise to relators belief that fraud has occurred B. holding that plaintiffs statistics did not shed any light on the legally relevant issue because they did not indicate the group of applicants who were interviewed or even the group of applicants found qualified or the group of all applicants C. holding that preservation of government resources cannot as a matter of law justify barring some arbitrarily chosen group from a government program D. holding that relator who described a general scheme of fraud and then listed arbitrarily a large group of possible perpetrators was not an original source E. holding that under the pre1986 jurisdictional limitation a claim by the state which discovered the fraud investigated the fraud disclosed the fraud to the federal government and which was the original source of the information was jurisdictionally barred

assistant: The best answer is D. holding that relator who described a general scheme of fraud and then listed arbitrarily a large group of possible perpetrators was not an original source
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: plaintiffs witnesses to render expert testimony as to the plaintiffs economic loss, (6) awarded the plaintiff costs for the testimony of one of its witnesses. We reverse the judgment only as to the bill of costs awarded for the testimony of a real estate appraiser. The jury could have reasonably found the following facts. On March 13, 1989, the plaintiff Arline Tuite tripped and fell on property owned by Sally Sega and Arthur Sega. The plaintiff commenced an action against the Segas seeking damages for the injuries she sustained, including injuries to her right shoulder. The plaintiff made discovery requests upon the Segas, and also disclosed Steven Schutzer and Bruce Cagenello as her expert witnesses. The plaintiffs action against the Segas was settled p 603, 605, 419 A.2d 339 (1979) (<HOLDING>). In these types of cases, the defendant is Options: A. holding that contractor owed general negligence duty to thirdparty by dangerous condition contractor created on road B. holding that condition included an intended if dangerous cycling of a traffic light C. holding construction company had actual notice of dangerous condition that its employees created D. holding that actual notice fulfills a notice requirement that an applicable federal regulation be conspicuously posted because actual notice is the best notice E. recognizing that duty to warn of dangerous conditions could be based on constructive knowledge of that condition as well as actual knowledge

assistant: The best answer is C. holding construction company had actual notice of dangerous condition that its employees created
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 hereby warrants that he is not, and has never been, a beneficiary of Medicare as of the effective date of this Agreement. Employee further acknowledges and agrees that he has not incurred medical expenses for any physical or emotional injuries that were allegedly caused by Employer or any other Released Party for which coverage or reimbursement has been provided by Medicare.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise permitted under Section 6.3 or Section 6.4 , at all times maintain and preserve in full force and effect its existence (including being in good standing in its jurisdiction of organization) and except to the extent that the failure to do so would reasonably be expected to result in a Material Adverse Change, all rights and franchises, licenses and permits material to its business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: IA maintains insurance policies covering the assets, business, equipment, properties, operations, employees, officers and directors (collectively, the " Insurance Policies ") of IA that IA reasonably believes are adequate in amount and scope for the business in which it is engaged.

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 case excerpt and choose the best holding from the options. Case excerpt: the easement. An express easement properly encompasses technological developments that “further the particular purpose for which the easement is granted.” Id. (citing Restatement (Third) OF PROPERTY (SERVITUDES) §§ 1.2 Cmt. d, cmt. a, 4.10 & cmt. a). Citing the Restatement, Marcus Cable expressly recognized, as an example of appropriate application of the doctrine of technological advancement or development, that a holder of an easement granted in 1940 for the purpose of telephone transmission could properly attach transmitters to its poles for cellular telephone transmissions unless that use would interfere unreasonably with the ser-vient estate. See id., 90 S.W.3d at 702 (citing Restatement (Third) of PROPERTY (Servitudes) § 4.10 illus. 13); see also Cor-ley, 246 F.Supp.2d at 578-79 (<HOLDING>). We hold that the express terms of the Options: A. recognizing application of federal deliberative process privilege to internal state communications B. holding that defendants communications sent into tennessee did not constitute purposeful availment because all were in response to communications initiated by the plaintiff C. holding ban preempted by federal communications commission regulations D. holding that easements using terms telephone telegraph and communications could properly be utilized for both internal communications and for thirdparty voice and data communications E. recognizing qualified privilege for confidential presidential communications

assistant: The best answer is D. holding that easements using terms telephone telegraph and communications could properly be utilized for both internal communications and for thirdparty voice and data communications
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: v. Llanez-Garcia, 735 F.3d 483, 498 (6th Cir.2013). A large body of casé law interpreting the governmental plan exclusion confirms that “governmental plans”' constitute a type of employee benefit' plan, not a separate Category. See," e.g., Gualandi v. Adams, 385 F.3d 236, 242 (2d Cir.2004) (“Title I of ERISA specifically excludes from its coverage any employee benefit plan that is a governmental plan.”); Shirley v. Maxicare Tex., Inc., 921 F.2d 565, 567 (5th Cir.1991) (“Under 29 U.S.C. § 1003(b), however, ERISA shall not apply to any employee benefit plan if such plan is a governmental plan,”); Lovelace v. Prudential Ins. Co. of Am., 775 F.Supp. 228, 229 (S.D.Ohio 1991) (“ERISA regulates employee benefit plans, such as the [public s 791, 1996 WL 648720, at *1-4 (N.D.Ill. Nov. 4, 1996) (<HOLDING>). This analytical leap to the governmental plan Options: A. holding that employee benefit plan sponsored by two participating employers cook county and the cook county forest preserve district qualified for governmental plan exclusion B. holding that disability plan established by state university for benefit of employees qualified for governmental plan exclusion C. holding that county governments healthcare plan qualified for governmental plan exclusion D. holding that state law relates to an employee benefit plan and is therefore preempted by erisa if it has a connection with or reference to such a plan E. holding that healthcare plan established by the state of vermont for eligible employees qualified for governmental plan exclusion

assistant: The best answer is A. holding that employee benefit plan sponsored by two participating employers cook county and the cook county forest preserve district qualified for governmental plan exclusion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Guarantee, or the application thereof to any Person or circumstance, is invalid or unenforceable in any jurisdiction, (a) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable in such jurisdiction, the intent and purpose of the invalid or unenforceable provision; and (b) the remainder of this Guarantee and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability of such provision affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

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: A majority of the Supreme Court has not yet spoken to this issue. Cf. Miss. Power & Light Co. v. Miss. ex rel. Moore, 487 U.S. 354, 380, 108 S.Ct. 2428, 101 L.Ed.2d 322 (1988) (Scalia, J., concurring) (“Contrary to the dissent, we have held that this rule of deference applies to an agency’s interpretation of a statute designed to confine its authority.” (citation omitted)) with id. at 386, 108 S.Ct. 2428 (Brennan, J., dissenting) (“I cannot, however, agree with Justice SCALIA’s conclusion that courts must defer to an agency’s statutory construction even where, as here, the statute is designed to confine the scope of the agency’s jurisdiction to the areas Congress intended it to occupy.”); see also N. Ill. Steel Supply Co. v. Sec’y of Labor, 294 F.3d 844, 846-47 (7th Cir.2002) (<HOLDING>). We are not persuaded by the USPTO’s arguments Options: A. recognizing justice scalias concurrence in mississippi power stating that the supreme court has not definitively ruled on the issue and declining to grant deference to the agencys determination of its own jurisdiction B. holding that the trial court had jurisdiction to grant rule 37 relief where petitioner herred was in custody at the time the court ruled on his motion C. recognizing that the court has the power to grant leave upon certain conditions D. holding that the district court did not abuse its discretion in declining to apply laches where the only prejudice shown by the government was attributable to its own delay rather than to that of the movant E. holding that the supreme court will not issue advisory opinion on issue not before the court

assistant: The best answer is A. recognizing justice scalias concurrence in mississippi power stating that the supreme court has not definitively ruled on the issue and declining to grant deference to the agencys determination of its own jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: within the scope of the agreement, and negligence was specifically described within that scope. Id. 17 . Some of the provisions of the CBAs that Defendant cites to involve procedures that the employer will follow if an employee complains of a ‘‘potential” workplace safety concern. Importantly, Plaintiffs’ negligence claim is not based on Defendant’s failure to follow a procedure established by a CBA. See Arceneaux v. Amstar Coip., No. 03-3588, 2004 WL 574718, at *4 (E.D.La. Mar. 22, 2004) ("Plaintiffs do not allege that defendants violated the applicable health and safety provisions of the CBA. To determine whether defendants violated their duty to plaintiffs, a court need look only as far as [Louisiana state law].”); see also McKnight v. Dresser, Inc., 676 F.3d 426, 434 (5th Cir.2012) (<HOLDING>). 18 . For instance, coworkers testifying that Options: A. holding misrepresentation claim to be preempted B. holding that question of whether a state law tort claim was preempted by the lmra focused on whether evaluation of the tort claim is inextricably intertwined with consideration of the terms of the labor contract C. holding employees negligence claim not preempted by lmra D. holding that 302 of the lmra is not preempted by nlrbs exclusive jurisdiction to hear 7 or 8 nlra cases E. holding plaintiffs state law claims of inter alia tortious interference with contract are preempted by section 301 of lmra

assistant: The best answer is C. holding employees negligence claim not preempted by lmra
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: There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the Knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Pledgor’s ability to grant the Liens on the Pledged Collateral intended to be granted hereby or otherwise perform its obligations hereunder.

assistant: Litigations
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: Hudson, there was no contiguity problem because the platform where the injury occurred was located entirely at sea. See 555 F.3d at 428. 2 . Unsurprisingly, during oral argument to us, the answer candidly was given that rescinding Winchester would mean coverage would cease. There is no reason to criticize or call into question that answer. A property break could mean substantial cost savings which would be sensible, though the rule behind it would not be. CARL E. STEWART, Chief Judge, dissenting, joined by DENNIS and GRAVES, Circuit Judges: Over thirty years ago, our en banc court confronted the same issue we confront to day: how to interpret the geographic component of the situs test in the Longshore and Harbor Workers’ Compensation Act (“LHWCA” or “the Act”) a Cir.1998) (per curiam) (<HOLDING>); Universal Fabricators, Inc. v. Smith, 878 Options: A. holding that an injury occurring in a parking lot which was leased but not controlled by an employer was compensable because the employer instructed its employees to park in that lot B. holding that a fixed oil production platform was not a covered situs C. holding that injury in a parking lot did not occur on a covered situs D. holding that floating casino was not a covered situs E. holding injury at premises adjacent to the houston ship channel occurred on a covered situs

assistant: The best answer is C. holding that injury in a parking lot did not occur on a covered situs
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 RSU Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this RSU Agreement, nor any waiver of any rights under this RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU Agreement. The failure by either party to enforce any rights under this RSU Agreement shall not be construed as a waiver of any rights of such party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee agrees that he will not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns. Subject to Employee’s continuing obligations to comply with Section 8(a) hereof as provided herein, nothing in this Section 8(e) shall preclude Employee from responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that, to the extent permitted by law and not contrary to Section 8(h) below, Employee promptly informs the Company of any such obligation prior to participating in any such proceedings. The Company likewise agrees that it will not release any information or make any statements, and its officers and directors shall not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of Employee. Nothing herein shall preclude the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns from responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that to the extent permitted by law, the Company will promptly inform Employee in advance if it has reason to believe such response or testimony will directly relate to Employee, or preclude the Company from complying with applicable disclosure requirements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; (b) non-consensual Liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; and (c) Liens created pursuant to the Security Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company and the Key Holders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of employment of Executive under this Agreement shall be one (1) year commencing May 1, 2017 and expiring on April 30, 2018 (the “Term”) and automatically renewed thereafter from year to year unless within 60 days prior to end of initial term or the end of any renewal year, either party gives the other written notice of its intention not to renew in which event this Agreement shall terminate at the end of the initial Term or the end of that renewal year term, subject to the provisions for early termination set forth herein.

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: No Party will have the right to assign this Agreement, in whole or in part, by operation of law or otherwise, without the other Party’s express prior written consent. Any attempt to assign this Agreement without such consent, will be null and void. Notwithstanding the foregoing, any Party may assign this Agreement, in whole or in part, without the consent of the other Party: (a) to a Third Party that succeeds to all or substantially all of its assets or business related to this Agreement (whether by sale, merger, operation of law or otherwise); or (b) to an Affiliate of such Party. Notwithstanding the foregoing, Buyer may assign this Agreement, in whole or in part, without Seller’s consent, to any purchaser, transferee, or assignee of any of the Purchased Assets. For the avoidance of doubt, no assignment made pursuant to this Section 11.7 shall relieve the assigning Party of any of its obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.

assistant: Assignments
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 Board may, from time to time, alter, amend, suspend or terminate the Plan as it may deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Board may not, without the approval of the Company’s stockholders, amend the Plan to (i) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 11.2), (ii) expand the types of awards available under the Plan, (iii) change the class of persons eligible to receive grants of Incentive Stock Options or materially expand the class of persons eligible to participate in the Plan, (iv) increase the maximum number of Shares that may be issued pursuant to Incentive Stock Options, (v) amend Section 5.3 or Section 6.2(f) to eliminate the requirements relating to minimum exercise price, minimum grant price and stockholder approval, (vi) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Stock Appreciation Right specified by Section 6.2(d), or (vii) increase the limits specified in Section 3.3 (except for adjustments pursuant to Section 11.2). Except pursuant to Section 11.2, the Board may not, without the approval of the Company’s stockholders, cancel an Option or Stock Appreciation Right in exchange for cash when the exercise or grant price per share exceeds the Fair Market Value of one Share or take any action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for cash or another Award. The Plan may be amended without shareholder approval to provide for Awards that do not receive favorable tax treatment under Code Sections 162(m) as in effect immediately before enactment of Public Law 115-7 and applicable state tax law or 422 or otherwise. In addition, no amendments to, or termination of, the Plan will impair the rights of a Participant in any material respect under any Award previously granted without such Participant’s consent.

assistant: Amendments