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: In the event of any recapitalization, stock dividend, stock split, combination of shares or other similar change in the Common Stock, the number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and all limitations on the number of shares that may be issued hereunder shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the purchase price of any option and the performance objectives of any Incentive, shall also be adjusted as and to the extent appropriate, in the reasonable discretion of the Committee, to provide participants with the same relative rights before and after such adjustment. No substitution or adjustment shall require the Company to issue a fractional share under the Plan and the substitution or adjustment shall be limited by deleting any fractional share.

assistant: Adjustments
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 the event that, during the term of this Agreement, any change is declared or made in the capital structure of the Pledgee, all new, substituted and additional membership interests, shares or other securities issued to Pledgor by reason of any such change shall be held by Pledgee under the terms of this Agreement in the same manner as the Pledged Shares originally pledged hereunder.

assistant: Adjustments
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: As of the Effective Date, the Executive shall be paid a base salary of not less than $225,000 (the “Base Salary”) which Base Salary shall be earned and shall be payable at such intervals not less frequently than monthly, in equal installments, and otherwise in such a manner as is consistent with the Company’s normal practice for remuneration of executives. The Board shall review the Executive’s base salary on each of the anniversary dates of the execution of this agreement in order to determine whether the Executive’s salary should receive an upward adjustment.

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 legal provision and list the applicable contract clause categories. Provision: Neither the Agent nor any Lender may disclose to any Person any confidential, proprietary or non-public information of Holdings or the Borrowers furnished to the Agent or the Lenders by Holdings or the Borrowers (such information being referred to collectively herein as the “ Borrower Information ”), except that each of the Agent and each of the Lenders may disclose Borrower Information (i) to its and its Affiliates ’ ’ employees, officers, directors, agents and advisors to whom disclosure is required to enable the Agent or such Lender to perform its obligations under this Agreement and the other Loan Documents or in connection with the administration or monitoring of this Agreement and the other Loan Documents by the Agent or such Lender (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement and the other Loan Documents, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement and the other Loan Documents or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 9.08, to any assignee or participant, or any prospective assignee or participant, (vii) to the extent such Borrower Information (A) is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section 9.08 by the Agent or such Lender, as the case may be, or (B) is or becomes available to the Agent or such Lender on a non-confidential basis from a source other than Holdings, the Borrowers or any of their Subsidiaries and (viii) with the consent of the Borrowers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Term, Executive shall devote substantially all of his business time and attention to the performance of Executive’s duties hereunder and will not engage in any other competitive business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, Executive will be permitted to: (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee or committee member of any type of business, civic, or charitable organization; and (b) purchase or own less than five percent (5%) of the publicly traded securities of any entity; provided , that, such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such corporation; provided , further , that the activities described in clauses (a) and (b) do not interfere with the performance of Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in this Section 2.

assistant: Duties
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: text infra, thus wiping the slate clean. Second, the district court seems to have grounded its denial of brevis disposition vis-á-vis the five plaintiffs who did not seek renewal of their Law 52 contracts on its property interest holding. Because that rationale is insupportable, the status of these five plaintiffs will have to be reexamined by the district court. 5 . This determination in no way alters the First Amendment analysis. Public employees can never be fired in violation of their First Amendment rights. "Thus, the fact that a transitory employee does not have a reasonable expectation of renewal in his or her employment ... does not defeat a First Amendment claim.” Nieves-Villanueva, 133 F.3d at 98; accord Cheveras Pacheco v. Rivera Gonzalez, 809 F.2d 125, 127-29 (1st Cir.1987) (<HOLDING>). 6 . There is good reason to believe that Options: A. holding that transitory employees are entitled to protection under the elrodbranti line of cases B. holding that individual employees are not liable under title vii C. holding that lprs are entitled to the protection of the equal protection clause D. holding that probation department employees are not county employees E. holding that gas line is not improvement

assistant: The best answer is A. holding that transitory employees are entitled to protection under the elrodbranti line of cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment (including any payment made to a Lender in connection with a forced assignment by such Lender of Loans in accordance with Section 2.22(b) or Section 10.1) of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, no Lender shall demand, and the Borrower shall not be obligated to make to any Lender, any funding loss payments pursuant to this Section 2.20 with respect to the payment of accrued interest on the Amendment No. 1 Effective Date with respect to Existing Term Loans.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $14,175,000 of Shares and Warrants. Each Purchaser shall elect to settle the purchase and sale of the Shares by DWAC Settlement or Physical Settlement (as such terms are defined below) by delivering a completed Settlement Election in the form attached hereto (“ Settlement Election ”) to the Company or the Placement Agent contemporaneously with or promptly following such Purchaser’s delivery of its executed signature page hereto to the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic .pdf file shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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 Employee shall not, either directly or indirectly, (i) during the Restricted Period, make or cause to be made, any statements that are disparaging or derogatory concerning the Company or its business, reputation or prospects; (ii) during the Restricted Period, request, suggest, influence or cause any party, directly or indirectly, to cease doing business with or to reduce its business with the Company or do or say anything which could reasonably be expected to damage the business relationships of the Company; or (iii) at any time during or after the Restricted Period, use or purport to authorize any Person to use any Intellectual Property owned by the Company or exclusively licensed to the Company or to otherwise infringe on the intellectual property rights of the Company.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: please be advised that this user agreement contains provisions that govern how claims you and we have against each other are resolved ( see disclaimer of warranties ; limitation of liability and legal disputes provisions below ) .

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: In the event any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

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 authorized capital stock of Fin consists of 300,000,000 shares of common stock, par value $0.0001 per share, of which 90,000,000 shares are presently issued and outstanding. Such shares of common stock are owned of record and beneficially by the Fin Shareholders and in the amounts reflected in Schedule A. Fin has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the unissued shares of capital stock of Fin. All of the shares of Fin common stock are duly authorized and validly issued, fully paid and non-assessable.

assistant: Capitalization
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 action or other proceeding relating to the enforcement or interpretation of any provision of this Agreement is brought by a Party, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the motion to reopen, because the BIA considered the evidence Perez-Lopez submitted and acted within its broad discretion in determining that the evidence was insufficient to warrant reopening. See Singh v. INS, 295 F.3d 1037, 1039 (9th Cir.2002) (The BIA’s denial of a motion to reopen shall be reversed only if it is “arbitrary, irrational or contrary to law.”). Perez-Lopez’s contention that the agency failed to consider all hardship factors does not state a colorable due process claim. See Martinez-Rosas v. Gonzales, 424 F.3d 926, 930 (9th Cir.2005) (“traditional abuse of discretion challenges recast as alleged due process violations do not constitute colorable constitutional claims that would invoke our jurisdiction.”); see also Sanchez-Cruz v. INS, 255 F.3d 775, 779 (9th Cir.2001) (<HOLDING>). PETITION FOR REVIEW DISMISSED in part; DENIED Options: A. holding that a sufficiency challenge must be preserved in the trial court in a parental termination case to be reviewed on appeal B. holding that the misapplication of case law may not be reviewed C. holding that a factual sufficiency complaint in a parental termination case may be reviewed even though it was not preserved in the trial court D. holding that whether consent was valid under the fourth amendment is a question of law to be reviewed de novo E. holding that misapplication of career offender enhancement in light of intervening case law not a miscarriage of justice because guideline range still within statutory maximum authorized

assistant: The best answer is B. holding that the misapplication of case law may not be reviewed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the maximum extent allowed under applicable law and the Company’s By-Laws and other corporate organizational documents, in the event that the Executive is a party to any threatened, pending or completed action, suit or proceeding (other than any action, suit or proceeding arising under or related to this Agreement or any other compensation agreement), whether civil, criminal, administrative or investigative, by reason of the fact that she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, the Company shall indemnify the Executive and hold her harmless against all expenses (including reasonable and documented attorneys’ fees and costs incurred by the Executive), judgments, fines and amounts paid in settlement (subject to the Company’s consent, with such consent not to be unreasonably withheld) actually and reasonably incurred by her, as and when incurred, in connection with such action, suit or proceeding; provided that the Executive acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Executive did not act in good faith and in a manner which she reasonably believed to be in or not opposed to the best interests of the Company, or that, with respect to any criminal action or proceeding, the Executive had reasonable cause to believe that her conduct was unlawful. The provisions of this Section 9.15 shall not be deemed exclusive of any other rights of indemnification to which the Executive may be entitled or which may be granted to her, and it shall be in addition to any rights of indemnification to which she may be entitled under any policy of insurance. These provisions shall continue in effect after Executive has ceased to be an officer or director of the Company.

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 legal provision and list the applicable contract clause categories. Provision: Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of Common Shares issued upon settlement of any Earned PSUs (whether directly or indirectly, whether or not for value, and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation, or policy of any of the exchanges, associations or other institutions with which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.

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 case excerpt and choose the best holding from the options. Case excerpt: enter into the agreement knowingly, voluntarily, and intelligently, and the agreement violated the Mississippi Arbitration Act. The response further claimed that if the agreement was not void, it nevertheless did not bind plaintiffs, as they were beneficiaries under the wrongful death statute, rather than “heirs” because “they did not inherit the cause of action because it did not exist until his wrongful death.” ¶ 7. On February 24, 2005, Hinds County Circuit Court Judge Tomie T. Green issued a Memorandum Opinion and Order Denying Motion to Compel Arbitration. Judge Green held that the agreement fell within the realm of adhesion and was unconscionable. Dr. Cleveland and CSA filed a timely notice of appeal pursuant to Tupelo Auto Sales, Ltd. v. Scott, 844 So.2d 1167, 1170 (Miss.2003) (<HOLDING>). The issues on appeal are as follows: I. Options: A. holding order denying arbitration appealable under texas law and stating that although the faa also permits a party to appeal from an interlocutory order denying a request to compel arbitration federal procedure does not apply in texas courts even when texas courts apply the federal act footnote omitted B. holding that when an appeal is properly taken from an underlying judgment the court of appeals has discretion to review a subsequent order denying a motion to vacate C. holding that the fourth circuit had jurisdiction to hear an appeal from a south carolina district courts order denying a motion to compel arbitration even though the district court also transferred the case to a georgia district court D. holding that on appeal from an order denying a motion to compel arbitration a court may only determine whether a dispute is subject to arbitration other contractual challenges must be determined by the arbitrator E. holding an appeal may be taken from an order denying a motion to compel arbitration

assistant: The best answer is E. holding an appeal may be taken from an order denying a motion to compel arbitration
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: have said so. See, e.g., Administrative Procedure Act, 5 U.S.C. § 704 (“Agency action made reviewable by statute and final agency action for which there is no other adequate remedy in a court are subject to judicial review. A preliminary, procedural, or intermediate agency action or ruling not directly reviewable is subject to review on the review of the final agency action.”). Where a federal statute provides for an unqualified right of review, it is impermissible to imply either an additional administrative requirement originating in state law (i.e. a finality requirement) or to recognize an exhaustion requirement by implication. See W. Radio Serv. Co. v. Qwest Corp., 530 F.3d 1186, 1195, n. 6 (9th Cir.2008) (citing AT & T Commc’n Sys. v. Pac. Bell, 203 F.3d 1183, 1184 (9th Cir.2000) (<HOLDING>) ). Therefore, despite DRN’s and PADEP’s Options: A. recognizing that exhaustion of state administrative remedies is not a prerequisite to bringing a 1983 action B. holding that exhaustion is not required because the structure of the federal statute shows that congress did not intend to incorporate varying state exhaustion requirements into federal law as a prerequisite to federal district court review C. recognizing that exhaustion of state administrative remedies is not required as a prerequisite to bringing an action pursuant to 1983 D. holding that a courts authority to require exhaustion of administrative remedies in actions brought under the apa is limited when neither the statute nor agency rules specifically mandate exhaustion as a prerequisite to judicial review E. holding that a statute mandates exhaustion only when it contains sweeping and direct statutory language indicating that there is no federal jurisdiction prior to exhaustion

assistant: The best answer is B. holding that exhaustion is not required because the structure of the federal statute shows that congress did not intend to incorporate varying state exhaustion requirements into federal law as a prerequisite to federal district court review
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 notice required or permitted to be given hereunder shall be in writing and shall be given by hand delivery, by e-mail, by facsimile, or by first class registered or certified mail, postage prepaid, addressed, if to the Company, to its Corporate Secretary, and if to Executive, to Executive’s address now on file with the Company, or to such other address as either may designate in writing. Any notice shall be deemed to be duly given as of the date delivered in the case of personal delivery, e-mail, or facsimile, or as of the second day after enclosed in a properly sealed envelope and deposited, postage prepaid, in a United States post office, in the case of mailed notice.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the mutual execution of this Agreement and conditioned upon Terra Tech’s payment of the Settlement Amount, the Loeb Parties shall assign, convey, transfer and deliver to Terra Tech all of the Loeb Parties’ rights, title and interest in and to the Loeb Parties’ entire Membership Interest in the Medifarm Entities. Contemporaneously with the execution of this Agreement, and in consideration of the Settlement Amount described in Paragraph 1(a)(i) above, the Loeb Parties and Terra Tech shall execute and deliver the securities purchase and sale agreement, attached hereto as Exhibit A (the “ Medifarm Entities Securities Purchase Agreements ”), thereby releasing and transferring to Terra Tech any and all ownership interest in the Medifarm Entities the Loeb Parties may have by, through or under the Medifarm I Operating Agreement, Medifarm RE Operating Agreement and/or Medifarm II Operating Agreement. The Medifarm Entities Securities Purchase Agreements are material and integral parts hereof and are fully incorporated herein by this reference. In addition, the Loeb Parties shall execute, contemporaneously with the execution of this Agreement and the Medifarm Entities Securities Purchase Agreements, the transfer documents, attached hereto as Exhibit B, along with any additional documents that subsequently become necessary for the successful transfer of all licenses, certificates, permits, special use permits, entitlements and approvals relating to the Medifarm Entities and their operation of the medical marijuana cultivation, production and dispensary businesses in Reno, Nevada (collectively, the “Transfer Documents”), in order to commence the process of transferring any and all licenses, certificates, permits, special use permits, entitlements and approvals held by the Loeb Parties, related to the Medifarm Entities and their operation of the medical marijuana cultivation, production and dispensary businesses in Reno, Nevada, to Terra Tech.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: SNOCAP download, which is a digital rights company and downloading software. Opp’n 5:10-16. However, Plaintiff provides absolutely no documentation to support those contentions that creates a genuine issue of fact that the mark is famous. Moreover, there is no evidence of actual recognition of the mark, as Plaintiff failed to even address Defendants’ request for summary judgment as to Plaintiffs dilution claim. Such things as surveys or expert opinion, or the lack thereof, weigh heavily in finding whether there is actual recognition of a mark and that it is famous. Network Automation, Inc. v. Hewlett-Packard Co., No. CV 08-4675-JFW-RZX, 2009 WL 5908719 at *10-11 (C.D. Cal. Sept. 14, 2009); see Visa International Service Association v. JSL Corp., 590 F.Supp.2d 1306, 1315 (D. Nev. 2008) (<HOLDING>) The Ninth Circuit has held that “[dilution is Options: A. holding that a survey by plaintiffs expert demonstrating that 99 percent of respondents were aware of the visa brand weighed heavily in favor of a finding of fame B. holding that failure to attach the aaa arbitration rules weighed in favor of a finding of procedural unconscionability C. holding that fact that client not employer controlled time manner and location of services to be performed weighed in favor of independent contractor status D. holding that lack of consideration of relevant evidence from treating physician weights heavily in favor of finding administrators decision arbitrary and capricious E. holding prominence of trade names weighs heavily against a finding of consumer confusion

assistant: The best answer is A. holding that a survey by plaintiffs expert demonstrating that 99 percent of respondents were aware of the visa brand weighed heavily in favor of a finding of fame
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: powers should be used sparingly. Id. For example, in Mack v. Great Atlantic and Pacific Tea Co., Inc., 871 F.2d 179, 185 (1st Cir.1989), the court warned, “we hew to a narrow view of equitable exceptions to Title VII limitations periods; an exception for concealment is appropriate only where the employer actively misled the employee .... This approach, we believe, mirrors the weight of authority.” Using these standards, the Court must now determine whether Plaintiff has made the necessary showing that Defendant’s inequitable conduct effectively prevented her from filing a charge of discrimination in a timely fashion. In the case before the Court, Plaintiff makes the following argument to justify the equitable modification of the statute of limitations for bri d 584 (5th Cir.1981) (<HOLDING>); Rhodes v. Guiberson Oil Tools Div., 927 F.2d Options: A. holding that the limitations period should be tolled until the plaintiff became aware of the facts necessary to support a charge of discrimination B. holding that the limitations period should be tolled because defendant misrepresented its intention to reinstate plaintiff and plaintiffs reasonable reliance on the misrepresentation caused him to miss the filing deadline C. holding that reliance on an attorneys erroneous belief as to the date of an estate tax filing deadline is insufficient to constitute reasonable cause D. holding that the limitations period should be tolled because plaintiff was told in his severance report that he might be reinstated E. holding that in this context the filing deadline is tantamount to a statute of limitations

assistant: The best answer is B. holding that the limitations period should be tolled because defendant misrepresented its intention to reinstate plaintiff and plaintiffs reasonable reliance on the misrepresentation caused him to miss the filing deadline
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or other misconduct of an adverse party; (4) that the judgment or decree is void; or (5) that the judgment or decree has been satisfied, released, or discharged, or a prior judgment or decree upon which it is based has been reversed or otherwise vacated, or it is no longer equitable that the judgment or decree should have prospective application. The motion shall be filed within a reasonable time, and for reasons (1), (2), and (3) not more than 1 year after the judgment, decree, order, or proceeding was entered or taken. A motion under this subdivision does not affect the finality of a judgment or decree or suspend its operation. This rule does not limit the powe 04 (D.C.Cir.1995); Canadian Fur Trappers Corp. v. United States, 12 Ct. Int’l Trade 612, 615, 691 F.Supp. 364, 367 (1988) (<HOLDING>), aff'd, 884 F.2d 563 Options: A. holding that an individual could recover for acts occurring outside the statutory time period if at least one act occurred within the time period and the acts were part of the same hostile work environment B. holding that consideration of the entire scope of a hostile work environment claim including behavior alleged outside the statutory time period is permissible for the purposes of assessing liability so long as any act contributing to that hostile environment takes place within the statutory time period C. holding that a statutory time period is not mandatory unless it both expressly requires an agency or public official to act within a particular time period and specifies a consequence for failure to comply with the provisions D. holding that in computing time to determine whether an act was performed within a specified period of time under the statute of limitations the first day is excluded and the last day of the period is included E. holding that an administrative agency is not subject to a contempt proceeding for failure to comply with an order

assistant: The best answer is C. holding that a statutory time period is not mandatory unless it both expressly requires an agency or public official to act within a particular time period and specifies a consequence for failure to comply with the provisions
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 payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made (i) with respect to Revolving Credit Loans or Incremental Term Loans, to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, and (ii) with respect to Swingline Loans, to the Administrative Agent, for the account of the Swingline Lender. Each such payment shall be made at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of each such payment with respect to Revolving Credit Loans and Incremental Term Loans in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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: Except to the extent such leases in the aggregate would not require total payments of more than $10,000,000 per annum, the Borrower shall not, and shall not permit any of its Subsidiaries that are Guarantors to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired that (i) the Borrower or any of its Subsidiaries that are Guarantors has sold or transferred or is to sell or transfer to any other Person (other than the Borrower or any of its Subsidiaries) or (ii) the Borrower or any of its Subsidiaries that are Guarantors intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by the Borrower or any of its Subsidiaries that are Guarantors to any Person (other than the Borrower or any of its Subsidiaries) in connection with such lease.

assistant: Sales
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: S.Ct. 1627, 161 L.Ed.2d 577. In so doing, the Court recognized that while “an initially inflated purchase price might mean a later loss ... that is far from inevitably so.” Id. at 342, 544 U.S. 336, 125 S.Ct. 1627, 161 L.Ed.2d 577 (emphasis in original). Indeed, “that lower price may reflect, not the earlier misrepresentation, but changed economic circumstances, changed investor expectations, new industry-specific or firm-specific facts, conditions, or other events, which taken separately or together account for some or all of that lower price.” Id. at 343, 544 U.S. 336, 125 S.Ct. 1627, 161 L.Ed.2d 577. The Supreme Court’s holding in Dura did not represent a break from this Circuit’s approach to loss causation, but rather reaffirmed the analysis we laid out in Lentell, 396 F.3d at 173 (<HOLDING>). In Lentell, we described the two requirements Options: A. holding that the basic elements of section 10b and rule 10b5 claims are 1 a material misrepresentation or omission 2 scienter ie a wrongful state of mind 3 a connection with the purchase or sale of a security 4 reliance often referred to in cases involving public securities markets fraudonthemarket cases as transaction causation 5 economic loss and 6 loss causation ie a causal connection between the material misrepresentation and the loss internal citations omitted B. holding under the policy language that diminution of market value is not a cause of loss but a measure of a loss caused by something else C. holding where the defendant knows as well as anyone the value of the assets he concealed the intended loss calculation may properly be based upon the value of the assets concealed D. holding that defendant must prove when the services were rendered to establish that the new value exception applies E. holding that to prove loss causation a plaintiff must allege that the misstatement or omission concealed something from the market that when disclosed negatively affected the value of the security

assistant: The best answer is E. holding that to prove loss causation a plaintiff must allege that the misstatement or omission concealed something from the market that when disclosed negatively affected the value of the security
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: App. 170, 293 S.E.2d 235 (1982), this Court defined an obstmction as “anything, including vegetation, which ren ders the public passageway less convenient or safe for use.” Id. at 174, 293 S.E.2d at 237. Plaintiff’s expert stated that the vegetation was an obstruction and defendant Logan in his deposition stated that the position of the parked cars caused him to drive down the center of the road. Under the Cooper definition, both the vegetation and parked cars could constitute obstructions which might violate the requirements of N.C.G.S. § 160A-296. Defendant City further argues that it is entitled to summary judgment because there was no evidence that it had notice of the alleged obstructions. See Bowman v. Town of Granite Falls, 21 N.C. App. 333, 334-35, 204 S.E.2d 239, 240-41 (1974) (<HOLDING>). Plaintiff counters there are genuine issues Options: A. holding that a constitutional violation by the individual defendants is required in order to sustain a claim against the municipality B. recognizing that a sheriff contracting for services with a municipality is clearly different from a municipality transferring or contracting away the authority to supervise and control its police powers to the county government C. holding that a municipality may be held liable as a person under 1983 D. holding that where a city enters contract in excess of its statutory power the mere fact that the municipality has received the benefits of the contract which has been performed by the other party does not make the municipality liable either on the theory of ratification estoppel or implied contract in order to do justice to the other party by paying the reasonable value of the property or services E. holding notice of the defect actual or constructive and a failure to act on the part of the municipality to remedy the situation are prerequisites to recovery in an action involving a municipality

assistant: The best answer is E. holding notice of the defect actual or constructive and a failure to act on the part of the municipality to remedy the situation are prerequisites to recovery in an action involving a municipality
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: “proper delivery.” See Tan Hi v. United States, 94 F.Supp. 432, 434-35 (N.D.Cal.1950). Notwithstanding the aforementioned obligations, there is a well-recognized and longstanding exception, which has been articulated by the United States Supreme Court and has, in time, come to modify the common law obligations of the carrier. The well-recognized exception can be articulated as follows: if the delivery is according to the custom and usage of the port, such delivery will discharge the carrier of his responsibility. Constable v. National Steamship Co., 154 U.S. 51, 63, 14 S.Ct. 1062, 38 L.Ed. 903 (1894); Tan Hi v. United States, 94 F.Supp. 432, 435 (N.D.Cal.1950) (emphasis added). See also Servicios-Expoarma, C.A. v. Industrial Maritime Carriers, Inc., 135 F.3d 984, 993 (5th Cir.1998) (<HOLDING>); Tapco Nigeria, Ltd. v. M/V Westwind, 702 F.2d Options: A. holding that local delivery drivers operate in interstate commerce when they drive vehicles loaded with goods that were shipped to texas from another state temporarily stored at a warehouse in texas then delivered to a texas customer via local delivery drivers B. holding that pursuant to venezuelan port of destination carrier delivered goods from first shipment when it transferred it to authorized customs warehouse C. holding that delivery of citation is proper when delivered to a party capable of receiving it D. holding that proper delivery occurred under harter act when the carrier relinquished custody and control of the goods to the national port authority of monrovia E. holding that warehouse companys sale of customers goods for nonpayment of storage charges did not constitute state action though authorized by state statute

assistant: The best answer is B. holding that pursuant to venezuelan port of destination carrier delivered goods from first shipment when it transferred it to authorized customs warehouse
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall he governed by and construed in accordance with the laws of the State of Georgia and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, representatives and assigns, but always subject, in the case of Tenant, to the limitations on assignment and sublease set forth in the Lease. In the event of any inconsistency or conflict between the terms of this Agreement and of the Lease, the terms hereof shall control. Time is of the essence of all of the terms of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted hereunder or under any Guaranty Joinder Agreement shall be given, (a) with respect to each Guarantor, at the address of the Borrower indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Guaranteed Party, at the Administrative Agent’s address indicated in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement, provided that the Confidentiality Agreement remains in full force and effect.

assistant: Integration