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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Surviving Company, the Paying Agent and Buyer shall be entitled to deduct and withhold from any amount otherwise payable pursuant to, or in connection with, this Agreement to any Stockholder, Option Holder or other Person, as the case may be, such amounts as the Surviving Company, the Paying Agent or Buyer is required to deduct and withhold with respect to the making of such payment under any provision of applicable Tax Laws. To the extent that amounts are so withheld by the Surviving Company, the Paying Agent or Buyer, and remitted to the applicable Governmental Entity, such withheld and remitted amounts shall be treated for all purposes of this Agreement as having been paid to such Stockholder, Option Holder or other Person, as the case may be, in respect of which such deduction and withholding was made by the Surviving Company, the Paying Agent or Buyer, as the case may be.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The will’s explicit reference to “a bed for indigent patients” makes this clear, as does the trust article naming BRMC as a beneficiary (which states that the residue of the trust shall be distributed “in equal shares to such of the following charitable organizations” so long as each organization then qualifies as a charity under the Internal Revenue Code). Viewed in this light, the question reduces to whether BRMC, in its new incarnation as a corporation whose sole purpose is to marshal its assets, liquidate them, and distribute the proceeds to creditors, is eligible to receive a charitable bequest. On this issue, the Massachusetts cases are silent and the authorities elsewhere are divided. Compare, e.g., In re Will of Kraetzer, 119 Misc.2d 436, 462 N.Y.S.2d 1009, 1012-13 (N.Y.1983) (<HOLDING>), with, e.g., Montclair Nat’l Bank & Trust Co. Options: A. holding that a bankrupt hospital is not capable of implementing the purpose of a charitable bequest and that the hospital is therefore ineligible to receive the bequest B. holding that whether a hospital district included areas not benefitted by any services solely for purpose of raising revenue does not present a justiciable matter under the equal protection clause of the fourteenth amendment C. holding that a defendant is in custody and miranda applies even when the purpose of defendants detention is unrelated to the purpose of the interrogation D. holding that whether an action would have a conceivable effect on the bankrupt estate is determined at the time a lawsuit is filed E. holding that a charitable gift which could not be distributed because of the legatees unwillingness to carry out the testators charitable intent could inspire an application of the doctrine of cy pres so that the court could order the bequest paid to a different institution and thus effectuate the testators charitable intent

assistant: The best answer is A. holding that a bankrupt hospital is not capable of implementing the purpose of a charitable bequest and that the hospital is therefore ineligible to receive the bequest
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: if you 're not in the united states , then references to `` zynga , '' `` us '' or `` we '' mean zynga game ireland limited located at 25-28 north wall quay , dublin 1 , ireland .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may provide various open communication tools on our website , such as blog comments , blog posts , public chat , forums , message boards , newsgroups , product ratings and reviews , various social media services , etc. .

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 case excerpt and choose the best holding from the options. Case excerpt: the magistrate may not have had the authority to enter the order under Ind.Code § 33-24-5-8, Father does not argue on appeal that the order was defective because it contained the signature of the magistrate only and the record does not indicate that either party argued below that die order was defective for failing to contain the judge's signature or another indication the order was approved by the trial court. Accordingly, the parties have waived any challenge to the validity of the appealed order by failing to make any objection or call the court’s attention to the issue. See Tapia v. State, 753 N.E.2d 581, 588 (Ind.2001) (noting that Tapia claimed that a magistrate who issued several orders in his c ; see also Sullivan v. City of Evansville, 728 N.E.2d 182, 187-191 (Ind.Ct.App.2000) (<HOLDING>). 3 . Father cites to “Ind.Code § 35-16-15-7.” Options: A. holding that appellant failed to preserve error in court reporters failure to make record of hearing by failing to object B. holding that a defendant waived a sentencing issue by failing to object in district court C. holding appellant waived argument by failing to assert it at suppression hearing D. holding that appellant by failing to object to commissioners authority before or at the administrative hearing waived any challenge E. holding appellant waived his challenge to statute as vague as applied because he did not specifically object at trial

assistant: The best answer is D. holding that appellant by failing to object to commissioners authority before or at the administrative hearing waived any challenge
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: do not address the issue at hand in this case. See Scagnelli v. Whiting, 554 F.Supp. 77, 81-82 (M.D.N.C.1982) (setting aside a compensatory damage award of $300,000 in a discrimination and First Amendment case); Dossett v. First State Bank, 399 F.3d 940, 947 (8th Cir.2005) (concluding that the district court did not abuse its discretion in ordering a new trial when the compensatory damage award was $1.5 million); Bush v. Texaco, Inc., 504 F.Supp. 670, 672-73 (D.C.Tex.1981) (setting aside a $406,000 award for lost wages and pain and suffering in a personal injury case where there was evidence that the injury could be cured in a relatively short time with surgery and plaintiff suffered only mild physical pain); Richardson v. Commc’ns. Workers of Am., 530 F.2d 126, 129-30 (8th Cir.1976) (<HOLDING>). I also note that Wulfs conclusion that an Options: A. holding trial court did not abuse its discretion in finding violation was willful and substantial B. holding trial court did not abuse its discretion by ruling based only on affidavits C. holding that the trial court did not abuse its discretion in ordering a new trial based on a 250000 award for a mental distress claim D. holding that trial court did not abuse its discretion in overruling motion for new trial on perjury grounds E. holding that the trial court did not abuse its discretion by ordering a separate trial for the counterclaims where the convenience of the parties would be served

assistant: The best answer is C. holding that the trial court did not abuse its discretion in ordering a new trial based on a 250000 award for a mental distress claim
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: Perlman had “knowledge of her husband’s deviant propensities.” Id. ¶ 18. The circuit court correctly found foreseeability, based on Perl-man’s knowledge of Adkins’s deviant propensities, was also necessary to establish proximate cause. “There is no liability predicated on lack or insufficiency of supervision where the event in connection with which the injury occurred was not reasonably foreseeable.” Levandoski v. Jackson County Sch. Dist., 328 So.2d 339, 342 (Miss.1976) (citation omitted). protecting children against sexual predators warrants strong protection, we hold proof of constructive knowledge of a spouse’s proclivity toward child molestation is sufficient to establish not only a duty to protect the child but also proximate cause. Cf. Summers, 759 So.2d at 1214 (¶¶ 48-19) (<HOLDING>). But we agree with the circuit court that here Options: A. holding in negligentsupervision claim by student against teacher foreseeability of a students injury by other students can be based on what the teacher should have known about the students behavior B. holding that where male teacher asked female teacher out for a drink asked her to perform tasks she perceived as secretarial and struck her in a fight purported harassment was not genderbased and was not sufficiently severe or pervasive C. holding that reasonable person would have known based on ros relatively contemporaneous communications about what evidence was missing in order to substantiate claim D. holding that the government must prove actual subjective knowledge and that a defendant may not be convicted on just what he should have known E. holding the test for foreseeability is whether the wife knew or should have known of her husbands proclivities

assistant: The best answer is A. holding in negligentsupervision claim by student against teacher foreseeability of a students injury by other students can be based on what the teacher should have known about the students behavior
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: disorderly persons offenses, however, may be submitted to the jury in criminal trials as lesser-included offenses, despite the general jurisdiction of the municipal court in such matters. See N.J.S.A. 2C:l-8(e); R. 3:15-3. See also, e.g., DeLuca, supra, 108 N.J. at 111, 527 A.2d 1355 (stating that “Superior Court may assert jurisdiction over non-indietable offenses when they are lesser included offenses of the indictables” for purpose of submitting disorderly persons charges to jury); State v. Braxton, 330 N.J.Super. 561, 563, 568, 750 A.2d 185 (App.Div.2000) (affirming conviction where defendant was acquitted of charged aggravated assault and convicted of lesser-included offense of disorderly persons simple assault); State v. Green, 318 N.J.Super. 361, 375, 724 A.2d 254 (App.Div.1999) (<HOLDING>), aff'd, 163 N.J. 140, 747 A.2d 1234 (2000); Options: A. holding that simple possession is not a lesserincluded offense of distribution of a controlled substance B. holding military judge did not err by considering appellants admissions concerning the elements of the lesserincluded offense of aggravated assault in determining appellant was guilty of the greater offense of attempted premeditated murder C. holding that counsel was deficient when he failed to object to error in jury charge referring to aggravated assault when the charge was assault on a public servant D. holding that failure to give lesserincluded charge of simple assault as lesserincluded offense of aggravated assault on police officer was reversible error E. holding that had trial counsel requested charge on lesserincluded offense of child molestation to charged offense of aggravated child molestation trial court would have been required to give the charge on the lesserincluded offense when defendant testified that during incident in question he was hugging the victims stomach not performing oral sex

assistant: The best answer is D. holding that failure to give lesserincluded charge of simple assault as lesserincluded offense of aggravated assault on police officer was reversible error
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: Marley and Dalton acknowledge that the Company must, and the Company shall, amend its Articles of Incorporation, obtain the approval of the Financial Industry Regulatory Authority, and file preliminary and definitive Information Statements on Securities and Exchange Commission (“SEC”) Schedule 14C or Proxy Statements on Securities and Exchange Commission Schedule 14A (which will take a minimum of 30 days from the filing of a preliminary version of either document with the SEC), obtain a new CUSIP number for its shares of common stock from CUSIP Global Services, and obtain approval from the Depository Trust Company in order to change its name from Stony Hill Corp. to a different name (all such obligations of the Company, the “Name Change Obligations”). The Company shall have a license and continuing right (such license and continuing right, the “License”) to use the names “Stony Hill Corp.” and “Stony Hill” solely for the purposes outlined in this Paragraph 11 until it completes the Name Change Obligations; provided, however, the License shall terminate on the earlier of (i) the date the Company completes the Name Change Obligations and (ii) April 19, 2018 (the “License Termination Date”). For clarity, the License prohibits the Company from, at any time following the effective date of this Agreement, marketing, commercializing, advertising, selling, or otherwise entering into any agreements for the same, any product using the name “Stony Hill Corp.,” “Stony Hill” or any similar or related name The Company acknowledges that time is of the essence with respect to its completion of the Name Change Obligations and shall immediately following the full execution of this Agreement use its best efforts to complete the Name Change Obligations as soon as possible but no later than the License Termination Date. Marley and Dalton, or any person or entity they control, will not market or sell any products using the name “Stony Hill” that are the same or similar as the Company’s products until the License Termination Date.

assistant: Disclosures
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: in contempt, “there must be a clear and unequivocal [order] and an equally clear and undoubted disobedience.” Parker v. Commonwealth, 448 Mass. 1021, 863 N.E.2d 40 (2007) (citing Nickerson v. Dowd, 342 Mass. 462, 174 N.E.2d 346 (1961)). Courts have often held that a violation of a court order resulting in an order of contempt satisfies the willful and malicious requirements of § 523(a)(6). See, e.g., Musilli v. Droomers (In re Musilli), 379 Fed.Appx. 494, 499 (6th Cir.2010); Siemer v. Nangle (In re Nangle), 274 F.3d 481, 484 (8th Cir.2001) (finding debtor’s conduct in disobeying court order willful and malicious because it targeted creditor and was almost certain to cause harm); Williams v. Int’l Bhd. of Elec. Workers Local 520 (In re Williams), 337 F.3d 504, 511-13 (5th Cir.2003) (<HOLDING>); Dentrust Dental Int’l v. Rosenberg (In re Options: A. holding that a motion to dismiss or for summary judgment precluded default judgment B. holding llcs were entitled to notice of proceedings supplemental instituted by a judgment creditor to attempt to obtain judgment debtors interests in the companies to pay judgment debt C. holding the judgment premature citing one case holding the judgment void and another holding the judgment irregular D. holding contempt judgment resulting from debtors violation of agreed judgment nondischargeable under 523a6 because judgment had made him substantially certain that his acts would inflict injury should he not comply with its directives E. holding that a trial courts judgment must comply with the statutory requirement that the judgment contain written findings of fact and conclusions of law

assistant: The best answer is D. holding contempt judgment resulting from debtors violation of agreed judgment nondischargeable under 523a6 because judgment had made him substantially certain that his acts would inflict injury should he not comply with its directives
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: It has not entered, and will not enter, into any agreement with any Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken and will not take any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement does not and will not result in a breach of any other contract to which it is a Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein (including Section 2.22 ), each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.05 , to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the Borrower’s own account (or for the account of any other Subsidiary of the Borrower so long as the Borrower and such other Subsidiary are co-applicants in respect of such Letter of Credit), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, which shall reflect the standard operating procedures of such Issuing Bank, at any time and from time to time during the Revolving Availability Period and prior to the fifth Business Day prior to the Revolving Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section shall survive the resignation or replacement of any Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

assistant: Survival
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 set forth on Schedule 5.7 hereto, there is no litigation, arbitration or proceeding pending or, to the knowledge of any of the Company’s executive officers, any governmental investigation or inquiry pending or any litigation, arbitration, governmental investigation, proceeding or inquiry threatened against or affecting the Company or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of the Loans or Advances. Other than any liability incident to such litigation, arbitration or proceedings listed on Schedule 5.7, the Company and its Subsidiaries have no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

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: a timely EEOC complaint, other non-filing plaintiffs may join in the action if their individual claims aris[e] out of similar discriminatory treatment in the same time frame.” Snell v. Suffolk County, 782 F.2d 1094, 1100 (2d Cir.1986) (internal quotation marks omitted). In cases such as this, when the allegedly discriminatory activity affects a large group, piggybacking is not allowed unless the filed charge provides “some indication that the grievance affects a group of individuals defined broadly enough to include those who seek to piggyback on the claim.” Tolliver, 918 F.2d at 1058. An individual who has previously filed an EEOC charge cannot piggyback onto someone else’s EEOC charge. See Levy v. United States Gen. Accounting Office, 175 F.3d 254, 255 (2d Cir.1999) (per curiam) (<HOLDING>); see also Snell, 782 F.2d at 1100 (stating Options: A. holding premature a suit filed before final administrative determination of claimants administrative claim B. holding that federal prisoners need not exhaust their administrative remedies before filing suit in federal court C. holding that the timely filing of an administrative charge of discrimination is a prerequisite to bringing suit D. holding that individuals who filed administrative charge but failed to file federal suit within 90 days of receipt of righttosue letter as required by the adea could not take advantage of single filing rule E. holding that 120 days notice was satisfied by 30 days work plus 90 days pay

assistant: The best answer is D. holding that individuals who filed administrative charge but failed to file federal suit within 90 days of receipt of righttosue letter as required by the adea could not take advantage of single filing rule
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: several cases of Sixth Amendment structural error that involved defining moments, such as counsel’s lost opportunity to make a statement, see Herring, 422 U.S. at 865, 95 S.Ct. at 2556-57; the defendant’s inability to converse with counsel during a recess, see Geders, 425 U.S. at 91, 96 S.Ct. at 1336-37; and deprivation of the defendant’s right to consult with counsel to determine when to testify at trial, see Brooks, 406 U.S. at 612-13, 92 S.Ct. at 1895. Those cases did not involve the denial of counsel during a “discrete and separately identifiable” phase of erimi- nal proceedings; they involved the denial of counsel “at a critical stage of ... trial.” See Cronic, 466 U.S. at 659, 104 S.Ct. at 2047 (emphasis added). Accord Gregg v. United States, 754 A.2d 265, 268-71 (D.C. App.2000) (<HOLDING>). III. Certainly, the Majority and I have Options: A. holding cronic not applicable where counsel conceded his clients guilt to protect his own credibility and avoid conviction on other charges B. holding that the cronic presumption should apply where counsel was absent for two days during which the probability of his guilt increased during the governments presentation of evidence against his coconspirators C. holding that where defense counsel is absent for even a portion of voir dire reversal under cronic is required in the absence of a waiver D. holding that the word waiver is not required to waive a right even when a statute requires clear and unmistakable evidence of waiver E. holding that collateral review of the validity of a jury waiver in the absence of a rule 23a writing is not available absent any indication the defendant was prejudiced by the technical error

assistant: The best answer is C. holding that where defense counsel is absent for even a portion of voir dire reversal under cronic is required in the absence of a waiver
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you do not use your skype credit for a period of 180 days , ( including skype credit that has been allocated to you by a skype manager administrator ) skype will place your skype credit on inactive status .

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 case excerpt and choose the best holding from the options. Case excerpt: colluding with her or providing her with false information about the incident, to use concerns about his diabetic condition as a pretext for removing him from the public-works program. Finally, Davis asserted that there were similarly situated, non-homosexual, insulin-dependant diabetic inmates who participated in the public-works program and who were allowed to continue working in the program after this incident. The combined effect of these alleged facts, taken as true at this stage of the litigation, lead us to conclude that Davis has stated a plausible claim that he was improperly removed from the public-works program based upon the defendants’ anti-gay animus. Dismissal of this claim was improper. See Johnson v. Enable, 862 F.2d 314 (table), 1988 WL 119136, at *1 (4th Cir. 1988) (<HOLDING>). The district court mistakenly relied on a Options: A. holding that a prisoner stated a valid equal protection claim when he alleged he was denied a work assignment because of his sexual orientation B. holding sexual orientation is fundamental to a persons identity C. recognizing harassment claim under equal protection clause based on sexual orientation D. holding that sexual orientation and sexual identity are immutable E. holding that a prisoner stated a valid free exercise of religion claim where he alleged that prison officials refused to allow him to receive certain religious books

assistant: The best answer is A. holding that a prisoner stated a valid equal protection claim when he alleged he was denied a work assignment because of his sexual orientation
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 or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 55 Merchant Street, Suite 1500, Honolulu, Hawaii 96813 and, if to any Holder, at such Holder’s address as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: client of ThoughtWorks, International Decision Systems, Inc. (“IDS”), a leasing software company that is owned and controlled by SVIP, to stop paying ThoughtWorks for its services. ThoughtWorks told IDS that if it was not paid, ThoughtWorks would terminate the services it was currently providing. In response, IDS brought a lawsuit against ThoughtWorks in the District Court of Minnesota arguing that it was entitled to a temporary restraining order to force ThoughtWorks to continue providing services to IDS. The presiding judge in that case denied the requested TRO and found unreasonable wn, 813 A.2d 1094, 1097 (Del.2002); Halliburton v. Highlands Ins. Group, 811 A.2d 277, 279-80 (Del.2002). 24 . Id.; Peden v. Gray, 2005 WL 2622746 at *2, 2005 Del. LEXIS 389 at *6-7 (Del. Oct. 14, 2005) (<HOLDING>). 25 . Harrah's Entm’t v. JCC Holding, 802 A.2d Options: A. holding that parol evidence is admissible to establish a condition precedent to the existence of a contract B. holding that parol evidence can be presented when the terms of the agreement are ambiguous C. holding that parol evidence is admissible to resolve a contractual term that is ambiguous D. holding parol evidence is admissible to show mistake E. holding that parol evidence is admissible to determine intent of parties

assistant: The best answer is C. holding that parol evidence is admissible to resolve a contractual term that is ambiguous
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery of each of the Credit Documents by each of Parent GP and the Loan Parties which is a party thereto and the performance by each of them of its respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, partnership or analogous action and no Authorization, under any Law, with any Governmental Authority, is or was necessary therefor or to perfect the same, except as are in full force and effect, unamended.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term of Employment, the Executive shall report directly to the to the President and Chief Executive Officer and (i) shall, until the date agreed to by the Company and the Executive, serve as an executive officer of the Company with the title Senior Vice President and Treasurer , and, (ii) shall following the filing of the Annual Report on Form 10-K for the year ended December 31, 2014, serve, in addition, as the Chief Financial Officer of the Company and (iii) shall perform such duties and responsibilities as may be reasonably determined by the President and Chief Executive Officer and the Board of Directors of the Company consistent with the Executive’s title and position, duties and responsibilities as an executive officer of the Company as of the Effective Date; provided that such duties and responsibilities shall be within the general area of the Executive’s experience and skills, (iii) upon the request of the Board of Directors of the Company, shall serve as an officer and/or director of the Company and any of its subsidiaries or affiliates ( provided that the Company shall indemnify the Executive for liabilities incurred as such in accordance with its current practices to the fullest extent permitted by applicable law); and (iv) shall render all services incident to the foregoing.

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: will be set aside.” High Sierra Hikers Ass’n v. Blackwell, 390 F.3d 630, 640 (9th Cir.2004). 8. However, a court may not issue an injunction under NEPA that would cause a violation of other statutory-requirements, such as those found in section 7 of the ESA. See United States v. Oakland Cannabis Buyers’ Coop., 532 U.S. 483, 497, 121 S.Ct. 1711, 149 L.Ed.2d 722 (2001) (“A district court cannot, for example, override Congress’ policy choice, articulated in a statute, as to what behavior should be prohibited”). Nor should an injunction issue under NEPA when enjoining government action would result in more harm to the environment than denying injunctive relief. Save Our Ecosystems v. Clark, 747 F.2d 1240, 1250 (9th Cir.1984); Am. Motorcyclist Ass’n v. Watt, 714 F.2d 962, 966 (9th Cir.1983) (<HOLDING>); Alpine Lakes Prot. Soc’y v. Schlapfer, 518 Options: A. recognizing the need for natural gas supply as a substantial public interest B. holding that any member of the general public can initiate an action to raise issues involving the public trust in air water or other natural resources of the state C. holding public interest does not favor granting an injunction where government action allegedly in violation of nepa might actually jeopardize natural resources D. holding on motion for preliminary injunction that balance of hardships tipped in favor of public E. holding that inevitable harm of limiting public resources does not trump lawful department action

assistant: The best answer is C. holding public interest does not favor granting an injunction where government action allegedly in violation of nepa might actually jeopardize natural resources
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 parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) 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: Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Alan Collier, CEO , President and Chief Executive Officer, 6320 Conoga Avenue – 15 th Floor, Woodland Hills, California 91367; e-mail address acollier@endonovo.com or such other e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 7. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

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: Any notice or communication given hereunder shall be in writing or by electronic means and, if in writing, shall be deemed to have been duly given: (a) when delivered in person or by electronic means; (b) three days after being sent by United States mail; or (c) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, in each case, to the appropriate party at the following address (or such other address as the party shall from time to time specify): (i) if to the Company, to Tellurian Inc. at its then current headquarters; and (ii) if to the Participant, to the address on file with the Company.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: failure to comply with section 3 ( acceptable use ) and/or 5 ( content standards ) in these terms of use constitutes a material breach of the terms of use , and may result in our taking all or any of the following actions :

assistant: Content removal, Unilateral termination
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 release us , our subsidiaries , affiliates , and our and their directors , officers , employees , partners , and agents ( together , the `` whatsapp parties '' ) from any claim , complaint , cause of action , controversy , or dispute ( together , `` claim '' ) and damages , known and unknown , relating to , arising out of , or in any way connected with any such claim you have against any third parties .

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 that Employee is unable fully to perform his duties and responsibilities hereunder to the full extent required by Employer by reason of illness, injury or incapacity for ninety (90) consecutive days, this Agreement may be terminated by Employee or Employer; provided, however, that Employee shall continue to be compensated as provided in this Agreement during such ninety- (90) day period and until termination under this Section 9, Employee also shall be paid, in a lump sum, a special benefit equal to two (2) year's Base Compensation, and all Restricted Stock owned by Employee shall immediately become Vested Shares, as such term is defined in the applicable grant agreement and plan documents; and, provided further, that Employee will be entitled to receive the benefits, rights and/or payments prescribed under any employee welfare or benefit plan in which Employee was participating at the time of such disability in accordance with the terms and conditions of such plans. In the event of any dispute under this Section 9, Employee shall submit to a physical examination by a licensed physician selected by Employer and reasonably acceptable to Employee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claim under the FMLA was valid. Resolution of this issue will have no coercive effect on the legal rights or obligations of either party. It is true that Prier’s employment with the Sheriffs Office as a deputy is dependent on her ability to obtain certification as a law enforcement officer. However, a declaratory judgment by this court that Prier is able to carry a firearm may provide Prier with the opportunity for reinstatement, but will not provide Prier with a legal basis to demand reinstatement, or require the Sheriffs Office to change its behavior in any way toward Prier. Moreover, Prier has not demonstrated a good chance of being likewise injured in the future: Indeed, she has dismissed her claim to having been injured at all. See Facio v. Jones, 929 F.2d 541, 544 (10th Cir.1991) (<HOLDING>). As such, a declaratory judgment in favor of Options: A. holding that plaintiff cannot maintain an independent declaratory judgment action unless he or she can demonstrate a good chance of being likewise injured in the future B. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment C. holding that an injured party in an underlying tort action was not a necessary party in an action by an insurer for declaratory judgment of nonliability where the injured person had not obtained judgment against the insured D. holding that the injured party had standing to appeal the declaratory judgment in favor of the insurance company and noting that it was decisive to the holding that dairyland named the injured appellants in its declaratory judgment action E. holding that no person can commence or maintain an action in a court of record as agent for another unless he is a regularly licensed attorney

assistant: The best answer is A. holding that plaintiff cannot maintain an independent declaratory judgment action unless he or she can demonstrate a good chance of being likewise injured in the future
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 40-3 (providing just a list of Region 1B’s key staff, not a list of Regional Managers and Deputy Regional Managers nationwide). Even if Ms. Thompson had evidence supporting her allegations about the dearth of African-American women, she lacks comparative data about African-American women’s prevalence “in the applicant pool and the general population.” Holcomb, 433 F.3d at 899. “It is insufficient to merely show that one protected group forms a small percentage of the employer’s workforce ...; the plaintiff must compare the number of minorities hired with the number of minority applicants that were qualified for the position.” Bolden v. Clinton, 847 F.Supp.2d 28, 35 (D.D.C.2012). Moreover, putative disparities must be statistically significant to be probative of discrimination. See id. (<HOLDING>). Ms. Thompson does not compare the number of Options: A. holding the plaintiffs failure to identify an independently created right upon which her 1983 claim rested was fatal to her claim B. holding that the plaintiffs evidence of pretext which included but was not limited to her supervisors statement that she had enough of the plaintiff going to her supervisor about her was not sufficient to preclude summary judgment C. holding that plaintiff established a prima facie claim of retaliation because the defendants failure to transfer her out of her abusive working environment could be viewed as an adverse personnel action and there was a causal link between the filing of plaintiffs complaint and the defendants failure to transfer her D. holding that a plaintiffs failure to establish the statistical significance of her evidence fatally undermines her claim E. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment

assistant: The best answer is D. holding that a plaintiffs failure to establish the statistical significance of her evidence fatally undermines her claim
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: Promptly upon written request of the Agent, cure any defects in the execution and delivery of any of the Loan Documents to which the relevant Borrower is a party and all agreements contemplated thereby, and execute, acknowledge and deliver to the Agent such other assurances and instruments as shall, in the reasonable opinion of the Agent, be necessary to fulfill the terms of the Loan Documents to which the relevant Borrower is a party. Any failure by Borrowers to timely perform and comply (or to cause any other Person that is an Affiliate to perform and comply) with any of the covenants and requirements as set forth in this Section 5.15 (as determined by Administrative Agent, in its sole but reasonable discretion) shall constitute an Event of Default under Section 7.1(c) of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement supersedes and novates all other prior understandings, commitments, representations, negotiations, contracts and agreements, whether oral or written, between the parties hereto relating to the matters contemplated hereby and constitute the entire understanding and agreement between the parties hereto relating to the subject matter hereof. In particular, this Agreement supersedes, novates, cancels and replaces the agreement between the Bank and the Executive dated December 14, 2011 and all amendments and addendums thereto.

assistant: Entire Agreements