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 Transaction Agreements (including all exhibits and schedules thereto) may only be amended, restated supplemented or otherwise modified by written agreement making specific reference to the applicable Transaction Agreement to be amended, restated, supplemented or otherwise modified, in each case duly executed by each party to such Transaction Agreement. No Consent from any Indemnified Party under Article XII (in each case other than the Parties) shall be required to amend this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with Rule 32.6(b)’s pleading requirements. Ala. R.Crim. P. 32.7(d). While the Court of Criminal Appeals refers to all three of these rules in its peitinent order, we focus our analysis on Rule 32.6(b), as Frazier’s failure to provide "full disclosure of the factual basis” of the relevant claim was the sine qua non of the Court of Criminal Appeals’s dismissal. 7 . It is uncontroversial that "[i]f the petitioner has failed to exhaust state remedies that are no longer available, that failure is a procedural default which will bar federal habeas relief, unless either the cause and prejudice or the fundamental miscarriage of justice exception is established.” Smith v. Jones, 256 F.3d 1135, 1138 (11th Cir.2001); see also Owen v. Sec’y for Dep't of Corr., 568 F.3d 894, 908 (11th Cir.2006) (<HOLDING>). Because we find no procedural default, we Options: A. holding that a petitioner may overcome a procedural default by demonstrating either 1 an adequate cause for and actual prejudice arising from the default or 2 that a miscarriage of justice caused by a substantial denial of constitutional rights will occur if the petitioners federal claims are not considered quoting lynd v terry 470 f3d 1308 131314 11th cir2006 B. holding that in the case of state procedural default a federal habeas review of the claims is barred unless the prisoner can demonstrate among other things that failure to consider the claims will result in a fundamental miscarriage of justice C. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact D. holding that a federal court may excuse a state habeas petitioners procedural default if the petitioner can show cause for the failure to raise the claim and prejudice resulting from such failure E. holding that the novelty of a petitioners claim can constitute cause for a procedural default

assistant: The best answer is A. holding that a petitioner may overcome a procedural default by demonstrating either 1 an adequate cause for and actual prejudice arising from the default or 2 that a miscarriage of justice caused by a substantial denial of constitutional rights will occur if the petitioners federal claims are not considered quoting lynd v terry 470 f3d 1308 131314 11th cir2006
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 among the Parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among the Parties hereto with respect to the subject matter hereof. Except as provided otherwise herein, this Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the Party sought to be charged with such amendment or waiver. The recitals hereto are true and correct, and are part of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with any repurchase, purchase or substitution of one or more Timeshare Loans contemplated by this Section 6, upon satisfaction of the conditions contained in this Section 6, the Issuer and the Indenture Trustee shall execute and deliver or shall cause the execution and delivery of such releases and instruments of transfer or assignment presented to it by the Depositor, in each case, without recourse, as shall be necessary to vest in the Depositor or its designee the legal and beneficial ownership of such Timeshare Loans; provided , however , that with respect to any release of a Timeshare Loan that is substituted by one or more Qualified Substitute Timeshare Loans, the Issuer and the Indenture Trustee shall not execute and deliver or cause the execution and delivery of such releases and instruments of transfer or assignment until the Indenture Trustee and the Servicer receive a Custodian’s Certification for such Qualified Substitute Timeshare Loan. The Issuer and the Indenture Trustee shall cause the Custodian to release the related Timeshare Loan Files to the Depositor or its designee and the Servicer to release the related Timeshare Loan Servicing Files to the Depositor or its designee; provided , however , that with respect to any Timeshare Loan File or Timeshare Loan Servicing File related to a Timeshare Loan that has been substituted by a Qualified Substitute Timeshare Loan, the Issuer and the Indenture Trustee shall not cause the Custodian and the Servicer to release the related Timeshare Loan File and the Timeshare Loan Servicing File, respectively, until the Indenture Trustee and the Servicer receive a Custodian’s Certification for such Qualified Substitute Timeshare Loan.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of Sections 11.2 , Article 10 and Article 12 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Loan Commitment or the termination of this Agreement or any provision hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: omitted). A case becomes moot when the appellate court can fashion no meaningful relief. Church of Scientology v. United States, 506 U.S. 9, 12, 113 S.Ct. 447,121 L.Ed.2d 313 (1992); Jones v. Temmer, 57 F.3d 921, 922 (10th Cir.1995) (appeal becomes moot when the issue upon which the case is based ceases to exist). In such a situation, a federal court decision would constitute a constitutionally impermissible advisory opinion. Jones, 57 F.3d at 922. Under the Immigration and Naturalization Act (INA), a petition for review from an original BIA decision is distinct from, and must be reviewed separately from, a petition seeking review of the BIA’s ruling on a subsequent motion to reconsider the original decision. Stone v. INS, 514 U.S. 386, 395, 115 S.Ct. 1537, 131 L.Ed.2d 465 (1995) (<HOLDING>). The INA, by its terms, contemplates two Options: A. holding that the filing of a motion for reconsideration does not toll the period for seeking judicial review of the underlying order B. holding that the timely filing of a motion to reopen or reconsider with the bia does not toll the time period for seeking appellate court review and that the mere act of filing the motion does not render nonfinal the underlying bia decision C. holding for the same reason that motion for appointment of counsel does not toll the period for filing a federal habeas petition D. holding that an unauthorized motion for rehearing does not toll defendants time for filing a notice of appeal E. holding filing of motion for reconsideration does not toll the 30day deadline for filing petition for review

assistant: The best answer is A. holding that the filing of a motion for reconsideration does not toll the period for seeking judicial review of the underlying order
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: agreement. Where, as here, the Offer Letter specifies benefits payable on discharge, the employee is entitled to those benefits if the termination amounts to a constructive discharge. See Robinson v. Kingston Hosp., 55 A.D.3d 1121, 1122, 866 N.Y.S.2d 387, 388 (3d Dep’t 2008) (observing that, despite plaintiff’s being at-will employee, change in employment terms would entitle her to contractual severance benefits if it amounted to constructive discharge). In rejecting Scott’s claim of constructive discharge and accepting Harris’s claim of resignation, the district court concluded, as a matter of law, that a salary in the reduced amount of $150,000 could not be deemed so abusive as to render continued employment untenable. See Pena v. Brat-tleboro Retreat, 702 F.2d 322, 325 (2d Cir.1983) (<HOLDING>); accord Morris v. Schroder Capital Mgmt. Options: A. holding that plaintiff alleging constructive discharge must prove deliberateness of the employers action and intolerability of the working conditions B. recognizing constructive discharge where employer rather than acting directly deliberately makes employees working conditions so intolerable that a reasonable employee would be forced into involuntary resignation C. recognizing doctrine of constructive discharge under federal civil rights act and national labor relations act where employer knowingly permits working conditions to become so intolerable that a reasonable person subject to them would resign D. holding employee resigned and was not constructively discharged because there was no evidence that employer deliberately created working conditions that led to her resignation E. holding that defendant interfered with plaintiffs right when the employer forced her to choose between resignation and working without leave

assistant: The best answer is B. recognizing constructive discharge where employer rather than acting directly deliberately makes employees working conditions so intolerable that a reasonable employee would be forced into involuntary resignation
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: that he had been discriminated against when he was not selected for and promoted to a specialist position. Id. at 46. The plaintiff first attempted to lay venue in the District of Columbia as the location where the unlawful employment practice was alleged to have been committed. To support this argument he argued that “discriminatory activities, retaliation, and reprisal” had occurred at the District of Columbia location where he worked. Id. at 46 n. 3. However, the court determined that the plaintiff could not rely on this first statutory basis for venue. Because the plaintiff was complaining about his failure to be promoted, the court determined that under the first statutory basis for venue, Virginia was where “[t]he selections for the positions that plaintiff sought were made.” Id. (<HOLDING>). Here, McLaughlin made the selection decisions Options: A. holding in the context of a prosecution for second degree escape that although defendant was not handcuffed he had nonetheless been placed under arrest had had his liberty restrained in that he was not free to leave and at that point the first step in the process of transporting him to the police station had begun consequently the defendants arrest was complete and he was in custody B. holding that the proper measure of damages was the present value of all unaccrued payments that the plaintiff would have received if the contract had been performed C. holding that the fourteenth amendment does not apply to the district of columbia D. holding however that venue was proper under the third statutory basis because it was likely that had plaintiff received one of the positions he sought he would have been assigned to work in the district of columbia at some point E. holding that the plaintiff has a good faith basis to believe a putative defendant may be a district of columbia resident if a geolocation service places his her ip address within the district of columbia or within a city located within 30 miles of the district of columbia

assistant: The best answer is D. holding however that venue was proper under the third statutory basis because it was likely that had plaintiff received one of the positions he sought he would have been assigned to work in the district of columbia at some point
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, the Asset Purchase Agreement (including the Exhibits and Schedules attached hereto), the other Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof. Notwithstanding any oral agreement or course of action of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent and the Company shall determine the effective date of any Incremental Increase (the “ Increase Effective Date ”). The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in Germantown and Eastern Montgomery County, which the County determined is causing the need to expand the highway system. In Gaithersburg East, the fact that programmed highways are expected to relieve the traffic congestion and there is no need to build unprogrammed highways provides a rational basis to treat the new development in this area differently than the new development in the existing impact districts, where unprogrammed highwa e sub judice is Chapter 808, which gives Montgomery County broad taxing authority, authority that was lacking in those other jurisdictions. See also Home Builders v. Board of Palm Beach County Comm’rs, 446 So.2d 140 (Fla.App. 4th Dist.1983), cert. denied, 451 So.2d 848 (Fla.1984), appeal dismissed, 469 U.S. 976, 105 S.Ct. 376, 83 L.Ed.2d 311 (1984) (<HOLDING>). We likewise hold that the impact tax imposed Options: A. holding that doctrine does not violate equal protection B. holding the exclusion did not violate the equal protection clause of the wyoming constitution or the fourteenth amendment to the united states constitution C. holding that neither the due process clause nor the equal protection clause of the fourteenth amendment require the appointment of counsel on a petition for discretionary review to a state supreme court D. holding that the impact fee there imposed did not violate the equal protection clause of the fourteenth amendment using the rational basis test we discuss here E. holding transfer rule did not violate federal equal protection

assistant: The best answer is D. holding that the impact fee there imposed did not violate the equal protection clause of the fourteenth amendment using the rational basis test we discuss here
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 shall not create, incur, assume or otherwise cause or suffer to exist or become effective any Lien that secures obligations under any Indebtedness of the Borrower or any Guarantor (the “ Initial Lien ”) of any kind upon any of its property or assets, now owned or hereafter acquired except any Initial Lien if (i) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien; provided that if any Aviation Assets are subject to such Initial Lien, such Initial Lien shall rank junior in priority to the Liens on the Aviation Assets securing the Obligations, which priority shall be reflected in a customary intercreditor agreement that is reasonably acceptable to the Administrative Agent and the Borrower or (ii) such Initial Lien is a Permitted Lien.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower will, and will cause each of its Subsidiaries to, maintain insurance which is consistent with the representation contained in Section 5.17 on all their Projects and Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be paid a base salary of Three Hundred Thousand Dollars ($300,000) per annum, with such increases thereafter as may be determined by Employer (the “Base Salary”) in its sole discretion.

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: If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to Employee or the Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision will be stricken as to such jurisdiction, and the remainder of this Agreement will remain in full force and effect. Headings are given to the Sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof and, in the event of any conflict, the text of this Agreement, rather than such titles or headings, will 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: Unless otherwise defined in this Amendment, all other terms used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment.

assistant: Definitions
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: discretion to revisit Judge Johnson’s order, but this is not to say that district courts should take lightly reconsideration of the orders of their colleagues. As the D.C. Circuit has stated, “[i]nconsis-tency is the antithesis of the rule of law. For judges, the most basic principle of jurisprudence is that we must act alike in all ease of like nature.” LaShaum v. Barry, 87 F.3d 1389, 1393 (D.C.Cir.1996) (noting that the law of the case doctrine helps implement this principle). Thus, although Judge Johnson’s order is not “subject to” the law of the case doctrine, Langevine, 106 F.3d at 1020, nothing prevents the court from applying the rationales of that doctrine to guide a Rule 54(b) decision. Virgin Atlantic Airways v. National Mediation Board, 956 F.2d 1245, 1255 (2d Cir.1992) (<HOLDING>); c†. Lan-gevine, 106 F.3d at 1023-24 (quoting Options: A. holding that even if rule 54b allows parties to request district courts to revisit earlier rulings the moving party must do so within the strictures of the law of the case doctrine B. holding that a court may deny leave to amend when the moving party had the opportunity to amend earlier but waited after judgment to do so C. recognizing that the burden on summary judgment shifts to the nonmoving party once the moving party has met its initial responsibility of showing the absence of a triable issue of fact and that the moving party is entitled to summary judgment if the nonmoving party fails to make a sufficient showing on an essential element of the case D. holding that the doctrine of sovereign immunity in the commonwealth resulted from a mistaken view of the law by earlier courts E. recognizing that an appellant seeking to establish that the district court abused its discretion must do so by a discussion of facts arguments and rulings that appear in the record

assistant: The best answer is A. holding that even if rule 54b allows parties to request district courts to revisit earlier rulings the moving party must do so within the strictures of the law of the case doctrine
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 shall comply with all Network Rules and all Applicable Laws in performing its obligations under this Agreement . Customer will comply with all requirements, policies and procedures set forth by the Sponsoring Bank, and CDS will comply with all Sponsoring Bank requirements, policies and procedures that pertain to third party processors . Customer will also cause each Terminal owner, the party or parties responsible for cash replenishment of the Terminals, the owner or operator and employees of the business at which the Terminals are placed and all other persons (other than CDS) related to the ownership of the Terminals (collectively, the “ Terminal Related Parties ”) to be trained and comply with the requirements of any banking systems or other third parties whose services are used in connection with the Terminals and all Applicable Laws, including those requirements relating to the placement and lighting of the Terminals and other safety or security requirements that relate to the Terminals.

assistant: Applicable 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: (9th Cir. 2002) (citing Singh, 213 F.3d at 1052), we agree with the BIA, and hold that mechanical failure, coupled with decisions to leave insufficient time to account for routine delays and to pay for car repairs instead of transportation to court, does not constitute exceptional circumstances. Such difficulties are “less compelling circumstances” than the statutory examples of “battery or extreme cruelty to the alien or any child or parent of the alien, serious illness of the alien, or serious illness or death of the spouse, child, or parent of the alien.” 8 U.S.C. § 1229a(e)(l). We agree with the reasoning of the Fifth Circuit that “[t]he plain language of the statute indicates that this is a difficult burden to meet.” Magdalena de Morales v. INS, 116 F.3d 145, 148 (5th Cir. 1997) (<HOLDING>). The totality of the circumstances also Options: A. holding that the denial of petitioners appeal to the bia would have put a reasonable person in the petitioners position on notice that something was wrong with his attorneys preparation for the removal hearing B. holding that confusion as to a hearing time does not amount to exceptional circumstances C. holding that the petitioners traffic difficulties did not constitute exceptional circumstances D. holding that the mechanical failure of the petitioners car on the way to the hearing did not constitute exceptional circumstances where petitioners returned home instead of finding transportation to the hearing and made only a cursory effort to contact the court E. holding that attorneys admission to an element of the offense in the petitioners presence at a deportation hearing was binding on the petitioners

assistant: The best answer is D. holding that the mechanical failure of the petitioners car on the way to the hearing did not constitute exceptional circumstances where petitioners returned home instead of finding transportation to the hearing and made only a cursory effort to contact the court
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 one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof will not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto will be enforceable to the fullest extent permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement embodies the entire agreement between the Employers and the Executive with respect to the matters agreed to herein. All prior agreements between the Employers and the Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Term ORRI shall be free of (and without deduction therefrom of) any and all royalties and other burdens on production (other than, for the avoidance of doubt, Post Production Costs subject to Section 1.6 of this Conveyance) and shall bear no part of same. Grantor’s portion of the Net Oil and Gas Properties shall be burdened with, and Grantor shall timely pay, all such royalties and other burdens on production, and Grantor shall defend, indemnify and hold Grantee harmless from and against any loss or claim with respect to any such royalties and other burdens on production or any claim by the owners or holders of such royalties and other burdens on production. Grantor will bear and pay all Taxes with respect to the Term ORRI other than Taxes that are actually deducted from the Existing Royalties or otherwise borne by the owners of the Existing Royalties. Grantee will immediately reimburse, and indemnify, Grantor for, and from and against any claims related to or incurred in connection with, all amounts paid by or assessed against or charged to Grantor in connection with Grantee’s failure to pay when and as due the Taxes for which Grantee is responsible pursuant to the preceding sentence.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Hall agrees that, during the Consulting Period and thereafter, she will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any of its subsidiaries or their respective officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Consulting Period and thereafter, the Company will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may directly or indirectly, disparage Hall or her reputation. Notwithstanding the foregoing, nothing in this Section 8 shall preclude either Hall or the Company from making truthful statements or disclosures that are required by applicable law, regulation, or legal process or otherwise pursuing, in good faith, enforcement of their respective rights under this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: to an adverse employment action; and (4) similarly situated employees not in his protected class received more favorable treatment.” Kang v. U. Lim Am., Inc., 296 F.3d 810, 818 (9th Cir.2002); see also Leong, 347 F.3d at 1124. If the “plaintiff establishes a prima facie case” a presumption of discrimination arises and “the burden of production shifts to the employer to articulate a legitimate, nondiscriminatory reason for the employment decision.” Leong, 347 F.3d at 1124. “If the employer offers a nondiscriminatory reason, the burden returns to the plaintiff to show that the articulated reason is a pretext for discrimination.” Id. The plaintiff can show that the employer’s articulated reason is pretextual “either directly by persuading the court that a discriminatory reaso th Cir.1994) (<HOLDING>); Fed. Deposit Ins. Corp. v. Henderson, 940 Options: A. recognizing that whether the employee uses the mcdonnell douglas framework or other evidence to create a prima facie case when the employer offers a legitimate nondiseriminatory reason for its adverse action the question is whether a rational trier of fact could conclude that the employers action was taken for impermissibly discriminatory reasons B. holding that federal government employee successfully established prima facie case of retaliation under mcdonnell douglas but failed to prove employers proffered reason was pretextual C. recognizing that whether an employee uses the mcdonnell douglas approach or relies on direct or circumstantial evidence of discriminatory intent the employee must counter the employers legitimate nondiscriminatory reason for its adverse action in such a manner as to create a genuine issue as to discriminatory intent D. holding that in title vii disparate treatment case in order for a plaintiff to establish a prima facie case the plaintiff must proffer evidence among other things that she performed her job according to her employers legitimate expectations if the plaintiff establishes the prima facie case the presumption shifts the burden to the employer to produce a legitimate nondiseriminatory reason for its actions E. holding that if the plaintiff makes a prima facie case the defendant employer must then articulate some legitimate nonretaliatory reason for the adverse action and the employee must then have a fair opportunity to show pretext that is that a discriminatory intent motivated the employers action

assistant: The best answer is A. recognizing that whether the employee uses the mcdonnell douglas framework or other evidence to create a prima facie case when the employer offers a legitimate nondiseriminatory reason for its adverse action the question is whether a rational trier of fact could conclude that the employers action was taken for impermissibly discriminatory reasons
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: the laws of some states or jurisdictions do not allow the exclusion or limitation of certain damages , so some or all of the exclusions and limitations set forth above may not apply to you .

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: (a) Each Guarantor agrees to (i) pay or reimburse each Guaranteed Party for all its costs and expenses incurred under this Agreement and (ii) to indemnify the Guaranteed Parties, in each case to the extent such Guarantor is obligated to do so pursuant to Section 9.05 of the Credit Agreement or to the extent that the Borrower is obligated to do so pursuant to Section 9.05 of the Credit Agreement and the Borrower fails to do so.

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: Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted, and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

assistant: Organizations
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 for those with respect to which the failure to own or license could not reasonably be expected to have a Material Adverse Effect, each Obligor owns or has the right to use all patents, trademarks, permits, service marks, trade names, copyrights, franchises, formulas, licenses and other rights with respect thereto, and have obtained assignment of all licenses and other rights of whatsoever nature, that are material to its business as currently contemplated without any conflict with the rights of others.

assistant: Intellectual Property
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 hereto with regard to the subject matter hereof, and there are no agreements, understandings or representations relating to the subject matter between the parties other than those set forth herein. The Employee’s previous employment agreement with the Company is hereby terminated and superseded and replaced in its entirety by this Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( iii ) if your emergency call is connected , you will need to tell the emergency services operator that you speak to where you are physically located so that the correct emergency organisation can respond to your emergency and knows where to find you .

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: Except as otherwise permitted in Section 7.03 , neither the Borrower nor the any Guarantor will make any material sale to, make any material purchase from, extend material credit to, make material payment for services rendered by, or enter into any other material transaction with, or permit any of their respective Subsidiaries to make, any material sale to, make any material purchase from, extend material credit to, make material payment for services rendered by, or enter into any other material transaction with, any Affiliate of the Borrower or the any Guarantor or of such Subsidiary unless such sales, purchases, extensions of credit, rendition of services and other transactions are (at the time such sale, purchase, extension of credit, rendition of services or other transaction is entered into) (a) in the ordinary course of business, or (b) on terms and conditions believed by the Borrower to be fair in all material respects to the Borrower or the such Guarantor or such Subsidiary, as the case may be.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: collective knowledge of each individual Defendant and the Enterprise as a whole. Accordingly, the Government has met its burden to show that Defendants acted with the specific intent to defraud or deceive. a. Defendants Are Liable for the Acts of Their Officers, Employees, and Agents Each Defendant is liable for the acts of its officers, employees, and agents. Because a corporation can act only through its agents, it may be held liable for the acts of its officers, employees, and other agents in certain circumstances. Meyer v. Holley, 537 U.S. 280, 285, 123 S.Ct. 824, 154 L.Ed.2d 753 (2003); Burlington Indus., Inc. v. Ellerth, 524 U.S. 742, 756, 118 S.Ct. 2257, 141 L.Ed.2d 633 (1998); New York Cent & Hudson R.R. v. United States, 212 U.S. 481, 494, 29 S.Ct. 304, 53 L.Ed. 613 (1909) (<HOLDING>); R.R. Co. v. Hanning, 82 U.S. 649, 657, 15 Options: A. holding that a corporation is held responsible for acts not within the agents corporate powers strictly construed but which the agent has assumed to perform for the corporation when employing the corporate powers actually authorized and in such eases there need be no written authority under seal or vote of the corporation in order to constitute the agency or to authorize the act B. recognizing that agents of a corporation may be held criminally responsible for crimes committed in the name of the corporation C. holding that corporation will be liable under false claims act if agent acts with apparent authority even if corporation received no benefit from agents fraud D. holding that the funds in the privatelyheld corporations account belonged to the corporation not to the individuals who owned the corporation and expressly stating that directors officers and shareholders of a corporation do not have standing to claim an ownership interest in corporate property in their individual capacities they must state a claim in the corporate name E. holding that a corporation could be served by delivering a copy of the subpoena to an officer or managing or general agent of the corporation and that the agent could be an individual a partnership or another corporation

assistant: The best answer is A. holding that a corporation is held responsible for acts not within the agents corporate powers strictly construed but which the agent has assumed to perform for the corporation when employing the corporate powers actually authorized and in such eases there need be no written authority under seal or vote of the corporation in order to constitute the agency or to authorize the act
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: concluded in June 2009, Commerce found the FAO study to be a more reliable data source for whole pangas pricing than the FY2000-01 Gachihata financial statement. Judicial review of anti-dumping duty administrative proceedings is normally limited to the record before the agency in the particular review proceeding at issue and does not extend to subsequent proceedings. 19 U.S.C. § 1516a(b)(2)(A) (defining scope of record for review in proceedings before the Court of International Trade); see S.Rep. No. 96-249, at 247-48, 1979 U.S.C.C.A.N. 381, 633 (1979) (judicial review of antidumping proceedings is based on “information before the relevant decision-maker at the time the decision was rendered”); see also Co-Steel Raritan, Inc. v. Int’l Trade Comm’n, 357 F.3d 1294, 1316-17 (Fed.Cir.2004) (<HOLDING>). In any case, even if we were to consider the Options: A. holding that it was improper for the trial court to instruct the jury that it could not consider the states failure to videotape the defendant B. holding it improper for the court of international trade to consider commerces actions in subsequent antidumping proceeding C. holding that new claims for damages could arise from actions that occurred subsequent to the judgment in the original action D. holding that a class action tolls the statute of limitations only for subsequent individual actions not for subsequent class actions E. holding that it is improper to judicially notice the content of testimony in another proceeding and noting that the method for introducing testimony from a past proceeding is set forth in rule 804b1 of the rules of evidence

assistant: The best answer is B. holding it improper for the court of international trade to consider commerces actions in subsequent antidumping proceeding
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 Transaction Documents, together with the exhibits, annexes and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and Investor will execute and deliver to Investor such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the obligations set forth in this Section 5 , but subject to the other obligations set forth in this Letter Agreement, Parent and Merger Sub shall make all determinations with respect to any term or condition in connection with obtaining the FCC Approval, the FERC Approval and the PUCT Approval or any approval or consent of a Governmental Entity sought by the Purchasers in connection with the Purchase Transactions (whether arising due to a change in Law after the date of this Letter Agreement or otherwise). In addition, each of Oncor Holdings and Oncor acknowledges and agrees that the Purchasers shall have the right to approve or disapprove of any settlement with respect to the FCC Approval, the FERC Approval, and the PUCT Approval.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower acknowledges and agrees that Lender is specifically and reasonably relying upon the representations, warranties, and agreements contained herein, and that this Agreement is being executed by Borrower and delivered to Lender as an inducement to Lender to forbear from exercising contractual remedies available to Lender under the Financing Agreements. Such forbearance by Lender is expressly conditioned on the accuracy and reliability of the representations, warranties, and agreements of Borrower that are set forth in this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prevent Lender from immediately, and without further notice or right of cure (all of which are hereby waived by Borrower), exercising its rights and remedies under the Financing Agreements upon a subsequent Default, Event of Default, or breach by Borrower of any of the terms and conditions set forth therein, as such terms and conditions are modified and amended in this Agreement. Borrower further waives, to the extent permitted by law, for the Forbearance Period, any statute of limitations applicable to Lender’s interest in the Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall not enter into any transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate (other than service agreements with a wholly-owned Subsidiary) unless such transaction is (i) not otherwise prohibited in this Agreement, (ii) in the ordinary course of Seller’s business, and (iii) upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

assistant: Transactions With Affiliates