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 Company shall make mandatory principal prepayments of the Incremental Term-1 Loan in the manner set forth in clause (iv) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from (A) any sale or other disposition of assets of the Company or any of its Subsidiaries pursuant to Section 6.03(a)(iv)(I) or 6.03(a)(vi) of the Credit Agreement or (B) any Insurance and Condemnation Event, to the extent that the aggregate amount of such Net Cash Proceeds, in the case of each of clauses (A) and (B), respectively, exceed $5,000,000 during any fiscal year. Such prepayments shall be made within three (3) Business Days after the date of receipt of such Net Cash Proceeds; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this clause (e)(ii) with respect to such portion of such Net Cash Proceeds that the Company shall have, on or prior to such date given written notice to the Administrative Agent of its intent to reinvest in accordance with clause (e)(iii) below.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Amendment rights were not violated, we affirm. The record supports the district court’s conclusion that Officer Pierucci had lawful access to the cards. Pierucci could search the envelope and read the cards pursuant to the terms of the warrant, which permitted the seizure of cards in the names of Ogans or Joseph Williams. See United States v. Ross, 456 U.S. 798, 820-21, 102 S.Ct. 2157, 72 L.Ed.2d 572 (1982). Because the incriminating nature of the cards was immediately apparent to Pieruc-ci, the plain view doctrine justified their seizure. See Minnesota v. Dickerson, 508 U.S. 366, 375, 113 S.Ct. 2130, 124 L.Ed.2d 334 (1993). The fact that Officer DeJesus viewed the cards prior to Pierucci did not render the search unlawful. See United States v. Ewain, 88 F.3d 689, 695 (9th Cir.1996) (<HOLDING>). DeJesus’ request that his supervisor also Options: A. holding that a threat to harm another person is a crime of violence B. holding that another pair of eyes does not add to the loss of privacy of a person whose things have been examined pursuant to a warrant C. holding that constitutional right of privacy does not apply to medical records D. holding that computer users do not have a legitimate expectation of privacy in their bulletin board subscriber information because they have conveyed it to another person E. holding that the exclusionary rule is available only to the person whose constitutional rights were violated in the gathering of challenged evidence the remedy for violation of the privacy act is vested by statute in the individual whose records were improperly released not in a third party criminal defendant against whom the records are used

assistant: The best answer is B. holding that another pair of eyes does not add to the loss of privacy of a person whose things have been examined pursuant to a warrant
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 document shall become effective and binding only upon the execution and delivery of (i) this Termination Agreement by both Sublandlord and Subtenant, and (ii) the consent by Prime Landlord to this Termination Agreement in a form reasonably acceptable to Sublandlord and Subtenant (the “ Prime Landlord’s Consent ”). Subtenant acknowledges that Prime Landlord’s Consent will not include a release of Subtenant by Prime Landlord. Notwithstanding anything to the contrary contained herein, in the event the Prime Landlord’s Consent has not been received within twelve (12) days after Subtenant’s execution of this Termination Agreement, Subtenant may elect to terminate this Termination Agreement by notice to Sublandlord prior to the earlier of (a) the date that is ten (10) days after the expiration of such twelve (12) day period and (b) receipt of Prime Landlord’s Consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any Equity Restructuring including without limitation any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however , that the Administrator will make such adjustments to an Award required by applicable exemptions to state or federal securities laws to the extent the Company is relying upon such exemption with respect to the Award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received a certificate in substantially the form of Exhibit M from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Top Borrower dated as of the Closing Date and certifying as to the matters set forth therein.

assistant: Solvency
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: bad faith while negotiating his losses: "WHEREAS, Farmers has denied that any such promise was extended to Goodwin, but has nevertheless agreed to pay to Goodwin the sum of $50,000 . . .”. (Italics ours.) Clerk’s Papers, at 27. Likewise, the agreement cannot be said to extinguish Bacon’s liability, as it required commencement of a lawsuit against Bacon, nor did Plaintiff receive full payment, as he would receive any award beyond $50,000, whether from Bacon or Sandoz. Thus, Plaintiff remained the real party in interest, and CR 17 did not compel admission of the test uding the seven federal circuits, that have addressed FIFRA preemption since the United States Supreme Court’s explanation of express preemption analysis in Cipollone v. Liggett Group, Inc., 505 U.S. 504, 120 L. N.Y. 1992) (<HOLDING>). Upon engaging in our own analysis of the Options: A. holding fifra preempts no commonlaw claims B. holding that fifra preempts breach of warranty claims based on labeling C. holding that fifra preempts state law failure to warn claims D. holding fifra preempts implied warranty claims E. holding fifra preempts inadequate label claims but not claims for failure to warn through other channels

assistant: The best answer is E. holding fifra preempts inadequate label claims but not claims for failure to warn through other channels
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: must provide it with clear notice that it is subject to suit here. AMAF, 428 A.2d at 851-852; see also Trerotola v. Cotter, 601 A.2d 60, 64 (D.C.1991); Ross v. Product Development Corp., 736 F.Supp. 285, 290 (D.D.C.1989). Appellant relies on D.C.Code § 13-334(a) as a basis for her claim that the trial court had general jurisdiction over IDE-SA. As a preliminary matter, we must determine whether the defendant was properly served under § 13-334(a), i.e., whether IDESA was personally served in the District of Columbia. In this case, that did not happen; by her own admission, appellant served IDESA in Mexico. As a consequence, appellant has “failed to comply with the statute’s mandate, and [is] thus foreclosed from benefiting from its jurisdictional protection.” Everett, 628 A.2d at 108 (<HOLDING>). We therefore have no occasion to consider or Options: A. holding that by serving defendant in california appellant did not comply with section 13334a B. holding that district court did not abuse its discretion in striking fact statements that did not comply with the local rules C. holding plaintiffs failure to comply with section 2622 requires dismissal in federal court D. holding failure to comply with 851b was harmless error in part because defendant did not comply with 851c procedures for challenging prior convictions E. holding that plan did not comply

assistant: The best answer is A. holding that by serving defendant in california appellant did not comply with section 13334a
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: For the purposes and upon the terms and conditions set forth herein, Borrower irrevocably assigns to Beneficiary all of Borrower’s right, title and interest in, to and under the Leases, together with any and all Rents. This assignment shall not impose upon Beneficiary any duty to produce Rents from the Subject Property, nor cause Beneficiary to be: (a) a “mortgagee in possession” for any purpose; (b) responsible for performing any of the obligations of the lessor or landlord under any Lease; or (c) responsible for any waste committed by any person or entity at any time in possession of the Subject Property or any part thereof, or for any dangerous or defective condition of the Subject Property, or for any negligence in the management, upkeep, repair or control of the Subject Property. This is an absolute assignment, not an assignment for security only, and Beneficiary’s right to Rents is not contingent upon and may be exercised without taking possession of the Subject Property. Borrower agrees to execute and deliver to Beneficiary, within five (5) days of Beneficiary’s written request, such additional documents as Beneficiary or Trustee may reasonably request to further evidence the assignment to Beneficiary of any and all Leases and Rents. Beneficiary or Trustee, at Beneficiary’s option and without notice, may notify any lessee or tenant of this assignment of the Leases and Rents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall have delivered to the Administrative Agent or filed with the SEC its 10-K report for the period ending on December 31, 2017 and its 10-Q reports for the periods ending on March 31, 2018, June 30, 2018 and September 30, 2018.

assistant: Financial Statements
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 agrees that the terms and conditions of this Agreement shall remain confidential as between the parties and, unless required by law, Executive shall not disclose them to any other person, other than to Executive’s legal and financial advisors or members of Executive’s immediate family, who shall also be advised of its confidentiality and who shall agree to be bound by this confidentiality agreement. Without limiting the generality of the foregoing, Executive specifically agrees not to disclose information regarding this Agreement to any current or former employee of Western Digital. Executive agrees that disclosure by Executive in violation of the foregoing shall constitute and be treated as a material breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Settlement Agreement and Release is contractual and not a mere matter of recital. All remedies at law or in equity shall be available for the enforcement of this Settlement Agreement and Release. This Settlement Agreement and Release may be pleaded as a full bar to the enforcement of any claims a party, or anyone making a derivative claim through a party, has or may have against the other party arising out of Rios’s employment. In the event of any lawsuit seeking to enforce the terms of this Agreement, the prevailing party shall be entitled to the party’s attorneys’ fees and costs.

assistant: Enforceability
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 and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the Swingline Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender, any Issuing Lender or the Swingline Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 391 U.S. 364 88 S.Ct. 1666 20 L.Ed.2d 641 Roger D. BRANIGIN et al.v.Dorothy S. DUDDLESTON et al. No. 1252. Joseph W. SUMMERS v. Dorothy S. DUDDLESTON et al. No. 1263. Supreme Court of the United States October Term, 1967. October Term, 1967. May 20, 1968 John J. Dillon, Atty. Gen. of Indiana, and Charles S. White, for appellants Roger D. Branigin and others. Marshall F. Kizer, for appellant Joseph W. Summers. Leslie Duvall and William H. Sparrenberger, for appellees. PER CURIAM. 1 The motions to affirm are granted and the judgment is affirmed. 2 Mr. Justice HARLAN, for reasons contained in his memorandum of March 4, 1968 (390 U.S. 932, 88 S.Ct. 1016, 19 L.Ed.2d 1124, sub nom. Branigin v. Grills), in which he acquiesced in the denial of stays of enforcement of the District Court's judgment, also acquiesces in the Court's affirmance of that judgment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Timothy Reid was convicted of possession of cocaine following his no contest plea. He appeals, challenging the trial court’s denial of his motion to suppress the cocaine. We affirm, because the police officer lawfully seized the cocaine after discovering it in plain view when appellant was ordered out of his vehicle during the course of a lawful traffic stop for obstructing traffic. The trial court properly determined that appellant’s conduct in parking his vehicle in the roadway near an intersection and causing another vehicle to drive around appellant’s vehicle provided probable cause for the traffic stop. The facts in this case show an intent to impede or hinder the free flow of traffic, thus distinguishing this case from Underwood v. State, 801 So.2d 200 (Fla. 4th DCA 2001) (<HOLDING>). Here, because the deputy had probable cause Options: A. holding that a conclusion that reasonable suspicion supported the stop of a vehicle was subsumed within the trial courts ruling that the officer had probable cause for the stop B. holding that an officer may order a passenger out of a vehicle during a stop for a traffic infraction C. holding that the stop of defendants vehicle was unlawful where officers stopped the vehicle to check the license and registration but had observed no suspicious activity D. holding that the arresting officer did not have probable cause to stop the defendant for obstructing traffic because there was no evidence of intent to impede or hinder traffic where the vehicle was only briefly stopped in the roadway and the officer approaching the vehicle from behind did not have to stop or drive around the defendants vehicle E. holding that although officers observation and stop of the defendants vehicle occurred outside of the officers geographical jurisdiction the officer still had jurisdiction where the officer was requested by a state trooper to stop the suspects vehicle

assistant: The best answer is D. holding that the arresting officer did not have probable cause to stop the defendant for obstructing traffic because there was no evidence of intent to impede or hinder traffic where the vehicle was only briefly stopped in the roadway and the officer approaching the vehicle from behind did not have to stop or drive around the defendants vehicle
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is guilty of kidnapping if he knowingly confines another under his control with a purpose to: (a) Hold him for ransom or as a hostage; or (b) Avoid apprehension by a law enforcement official; or (c) Terrorize him or some other person; or (d) Commit an offense against him. II. Kidnapping is a class A felony unless the actor voluntarily releases the victim without serious bodily injury and in a safe place prior to trial, in which case it is a class B felony. RSA 633:1 (2007). The defendant asserts that our cases treat the “voluntarily releases ... without serious bodily injury,” id., factor as “an element that must be proven by the State and found by the jury beyond a reasonable doubt before a defendant may be sentenced for a class A felony.” See State v. LaRose, 127 N.H. 146, 154 (1985) (<HOLDING>); State v. Goodwin, 118 N.H. 862, 869 (1978) Options: A. holding that a defendant is guilty of the class a felony of kidnapping only if the jury finds that the evidence establishes both the class b felony of kidnapping as defined in rsa 63311 and the elements of a class a felony set forth in rsa 6331 ii B. holding in part that robbery as a class b felony is not necessarily a lesserincluded offense of robbery as a class a felony C. recognizing that kidnapping under oklahoma law is a felony D. holding that to maintain a class action the existence of the class must be pleaded and the limits of the class must be defined with some specificity E. holding that reversal of conviction for felony murder was required where jury failed to find the defendant guilty of the underlying felony as essential element of the felony murder offense

assistant: The best answer is A. holding that a defendant is guilty of the class a felony of kidnapping only if the jury finds that the evidence establishes both the class b felony of kidnapping as defined in rsa 63311 and the elements of a class a felony set forth in rsa 6331 ii
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: None of this Agreement or any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Annual Report, attached to the Complaint as Exhibit D, rather than the bare allegations in Plaintiff's Complaint. However, for the reasons discussed below, the Court concludes that, for the purposes of resolving this motion, the statements in Exhibit D do not prevail over the allegations in the Complaint. 3 . Arguably, the fact that the chief of police exercises authority "under the supervision of the City Manager” might indicate that the City Manager has final policy making authority over the police department. However, in light of City Defendants’ failure to dispute the authority of the chief of police and the absence of any indication within the Newport News City Code of the manner in which the City Manager exercises supervision over the chief of police, cf. Lytle, 326 F.3d at 472 (<HOLDING>), the Court concludes that local positive law Options: A. holding that a city manager was the final policymaker for purposes of section 1983 liability because of provisions in the norfolk city code requiring that all orders rules and regulations applicable to the entire police department must be approved by the city manager other than some police standard operating procedures B. holding that citys enforcement of the entire state penal code would not constitute a city policy because the city was required to follow state law C. holding that city attorneys promise in an oral settlement agreement for city to annex and rezone land was within the legal authority of the city of joliet to accomplish and were not absolutely void acts per se therefore city could be estopped from avoiding enforcement of contract D. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city E. holding that city managers act of raping a woman that worked for him at the city was done under color of state law reasoning that he intervened with the citys police chief who had offered to give the plaintiff a ride home thus invokeing his authority as city manager to create the opportunity to be alone with the plaintiff to take her home and then to rape her

assistant: The best answer is A. holding that a city manager was the final policymaker for purposes of section 1983 liability because of provisions in the norfolk city code requiring that all orders rules and regulations applicable to the entire police department must be approved by the city manager other than some police standard operating procedures
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: as a role model; and that, “through both the presentation of course materials and the example he [or she] sets, a teacher has an opportunity to influence the attitudes of students toward government, the political process, and a citizen’s social responsibilities.” Id. at 79, 99 S.Ct. at 1595. ’ On this basis, the court concluded that public school teachers, as a class, come within the governmental function exception and, therefore, “the Constitution requires only that a citizenship requirement applicable to teaching in public schools bear a rational relationship to a legitimate state interest.” Id. at 80, 99 S.Ct. at 1596. The Court concluded that the New York statute was narrowly tailored to serve its purpose because it excluded only those aliens who refused to obtain United r.1981) (<HOLDING>). Moreover, the Ambach Court itself suggested Options: A. holding that doctrine does not violate due process B. holding municipalities are not persons within the meaning of the due process clause of the fifth or fourteenth amendments C. holding that aliens in deportation hearings enjoy due process protections under the fifth amendment D. holding that the bias streamlining procedure does not violate an aliens due process rights E. holding that a statute prohibiting the federal communications commission from granting commercial radio operators licenses to aliens did not violate the fifth amendments due process clause

assistant: The best answer is E. holding that a statute prohibiting the federal communications commission from granting commercial radio operators licenses to aliens did not violate the fifth amendments due process clause
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: who commits a substantive violation of probation can be sentenced to the maximum sentence allowable for the original offense; the six-year limitation applicable to youthful offender sentences no longer applies. See § 958.14, Fla. Stat. (2007); State v. Meeks, 789 So.2d 982, 988-89 (Fla.2001); Lee, 67 So.3d at 1202; Swilley v. State, 781 So.2d 458, 460 (Fla. 2d DCA 2001). The maximum sentence for Yegge’s original offense, armed burglary, is life in prison. See § 810.02(2)(b), Fla. Stat. (2002). Therefore, Yegge’s ten-year mandatory minimum was not illegal. However, this court has repeatedly held that the sentencing court must maintain the defendant’s youthful offender status upon resentencing for a violation of probation even when the violation was substantive. See Lee, 67 So.3d at 1202 (<HOLDING>); Vantine v. State, 66 So.3d 350, 352 (Fla. 2d Options: A. holding that youthful offender could be sentenced in excess of six year cap where probation violation was substantive in that he committed several criminal offenses B. holding that while a defendant is not entitled to be sentenced as a youthful offender on any new offense he or she may have committed the trial court cannot revoke a defendants youthful offender status on offenses for which that defendant has already been sentenced citation omitted C. holding that a defendant sentenced as an habitual offender who later successfully challenges one of his predicate offenses may have his habitual offender status and sentencing enhancement vacated through postconviction relief or a motion to correct erroneous sentence D. holding that the defendant could not be sentenced under the patterned sex offender statute if his offense occurred before the statute became effective E. holding that illicit drug use because it is also a crime constitutes a substantive violation of youthful offender probation

assistant: The best answer is B. holding that while a defendant is not entitled to be sentenced as a youthful offender on any new offense he or she may have committed the trial court cannot revoke a defendants youthful offender status on offenses for which that defendant has already been sentenced citation omitted
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: trial court’s choice-of-law determination on appeal, as “its insured adequately represented Lumber-mens’ interests”- until that point. Id. The supreme court agreed with Lumbermens and held that it was entitled to invoke the virtual-representation doctrine to raise on appeal the choice-of-law issue its insured abandoned in order to settle uninsured claims in another suit. Id. at 729. Here, however, BJVSD has not shown that it is an insurer or other party having a duty to pay all or part of the judgment. Furthermore, BJVSD has made no showing that Triton 88 or Triton 2000, as the actual entities bound under the judgment, are unable to adequately represent their own interests and thus, indirectly, those of their limited partner or members. See also City of San Benito, 109 S.W.3d at 755 (<HOLDING>); Motor Vehicle Bd. of Tex. v. El Paso Indep. Options: A. holding that unnamed class members who had contested fairness of proposed settlement and attempted to opt out of class action were entitled to appeal settlement under virtualrepresentation doctrine B. holding that entry of settlement decree without notice to putative class members violated the due process rights of the class members C. holding that no class member may opt out of a rule 23b1 class action D. holding that unnamed class members who object in a timely manner to approval of a settlement at a fairness hearing may appeal without first intervening E. holding that an unnamed plaintiff that did not intervene nonetheless had standing to appeal a class action settlement

assistant: The best answer is A. holding that unnamed class members who had contested fairness of proposed settlement and attempted to opt out of class action were entitled to appeal settlement under virtualrepresentation 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: The Committee is authorized at any time during or after a Performance Period, in its sole and absolute discretion, to reduce or eliminate a Bonus payable to any Participant for any reason. No reduction in a Bonus payable to any Participant shall increase the amount of the Bonus payable to any other Participant. In addition, the Committee may adjust the specified Performance Measures or the degree of attainment required to earn a Bonus for such factors as may permit consistent computation, such as those factors set forth in Section 3.2 above; provided that no such adjustment shall be made if the effect of such adjustment would be to cause a Bonus intended to constitute Performance-Based Compensation to fail to qualify as Performance-Based Compensation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 68 S.Ct. 855, 92 L.Ed. 1091 (1948) (citation omitted). In construing that language, other courts have been mindful of the need to respect the separate corporate identities of parents and subsidiaries. Consequently, a parent’s passive investment in a subsidiary will not confer venue under the concept of “transacting business.” See Tiger Trash v. Browning-Ferris Indus., Inc., 560 F.2d 818, 823 (7th Cir.1977). However, the distinction must be made between the idea of a parent transacting business through a subsidiary — which implies some sort of agency or alter ego relationship — and transacting business with the subsidiary — which means that the parent has some business dealings with the subsidiary within the district. See Campos v. Ticketmaster Corp., 140 F.3d 1166, 1173 (8th Cir.1998) (<HOLDING>) (citations omitted). The Court finds that this Options: A. holding that a parent must exercise some control over the subsidiarys activities which does not require that the subsidiary be controlled to an ultimate degree by its parent although something more than mere passive investment by the parent is required the parent must have and exercise control and direction over the affairs of its subsidiary in order for venue to be proper B. holding that in order to prevent parent from carrying out anticompetitive activity through subsidiary test for venue is whether parents control over subsidiary caused parent to transact business in state within venue provision of clayton act C. holding that a close relationship between a parent corporation and a subsidiary may justify finding that the parent engages in business in the jurisdiction through the local activities of its subsidiary D. holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control E. holding that to establish that subsidiary is agent of parent for jurisdictional purposes the parent must exert control that is so pervasive and continual that the subsidiary may be considered an agent or instrumentality of the parent notwithstanding the maintenance of corporate formalities

assistant: The best answer is A. holding that a parent must exercise some control over the subsidiarys activities which does not require that the subsidiary be controlled to an ultimate degree by its parent although something more than mere passive investment by the parent is required the parent must have and exercise control and direction over the affairs of its subsidiary in order for venue to be proper
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: test to the undisputed facts is an application of the law that is subject to nondeferential review or an exercise of factfinding subject to deference is an open question. Compare Monge v. Maya Magazines, Inc., 688 F.3d 1164, 1170, 1173-83 (9th Cir. 2012) (applying de novo review to trial court’s summary judgment based on balancing of factors under fair use defense to copyright infringement) and Gregory v. Beazer East, 892 N.E.2d 563, 578 (Ill. App. Ct. 2008) (explaining that trial court’s choice-of-law determination is reviewed de novo because “the task of evaluating and balancing the choice-of-law factors ... is a matter of law rather than ... of fact”), with Crum & Forster Specialty Ins. Co. v. Creekstone Builders, Inc., 489 S.W.3d 473, 479, 2015 WL 6488276, at *4 (Tex. App. 2015) (<HOLDING>). Because we reach the same conclusion as the Options: A. holding that only relevant factors must be considered B. holding that a court of appeals should review de novo a district courts determination of state law C. holding that when trial court has considered all relevant factors in its forum non conveniens analysis the courts ruling deserves substantial deference and appellate court should not conduct de novo review by reweighing each of the factors quotation marks omitted D. holding courts reweighing of evidence improper as de novo review of record E. holding that independent review is not de novo review of the constitutional issue but only a means to determine whether the state court decision is objectively unreasonable internal quotation marks omitted

assistant: The best answer is C. holding that when trial court has considered all relevant factors in its forum non conveniens analysis the courts ruling deserves substantial deference and appellate court should not conduct de novo review by reweighing each of the factors quotation marks omitted
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 and the other Loan Documents represent the agreement of the Guarantors, the Administrative Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

assistant: Integration
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 Investor has full power and authority to enter into this Agreement and this Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by the effect of rules of law governing the availability of equitable remedies.

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: The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as Chief Human Resources and Marketing Officer and Executive Vice President of the Employer upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with her position as are set forth in the Employer’s Bylaws or assigned by the Employer ’ s board of directors (the “Board”) from time to time. The Executive shall devote her full business time, attention, skill and efforts to the performance of her duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with the Employer’s policy. The Executive may devote reasonable periods to service as a director or advisor to other organizations, to charitable and community activities, and to managing her personal investments, provided that such activities do not materially interfere with the performance of her duties hereunder and are not in conflict or competitive with, or adverse to, the interests of the Employer. The Executive agrees to conduct herself in accordance with the code of ethics for officers and employees adopted by the Employer, as amended from time to time.

assistant: Employment
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 remedies provided for in this Article V are not exclusive and shall not limit any right or remedies which may otherwise be available to any indemnified person at law or in equity. The obligations of the Parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement for a period of 3 years.

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: If any provision or portion of any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable Law, such invalidity, illegality, or unenforceability shall not affect any other provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder to a Permitted Transferee. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in this Section 7(b). For the avoidance of doubt, this Agreement is intended to confer all rights and benefits relating to a Demand Registration initiated by a Permitted Group to members of such Permitted Group and any beneficial holder who participates in such Demand Registration, provided that such Permitted Group member or beneficial holder executes and delivers to the Company an instrument, in form and substance reasonably satisfactory to the Company, to evidence its agreement to be bound by, and to comply with, all of the obligations of a Holder hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment shall control with respect to the specific subjects hereof and thereof.

assistant: Integration
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: tolling the statute of limitations, Plaintiffs argue the discovery rule prevented their strict liability causes of action from accruing until at a time later than immediately after the accident. Under the discovery rule, a product liability cause of action does not accrue until two elements are met: “(1) a cognizable physical manifestation of the disease or injury, and (2) evidence of a causal connection between the injury or disease and the defendant’s product, act, or omission.” Hildebrandt v. Allied Corp., 839 F.2d 396, 398 (8th Cir.1987). Although there is some tension between Hildebrandt and certain Minnesota state court decisions, federal courts in this district have continued to apply the discovery rule. Compare MacRae v. Grp. Health Plan, Inc., 753 N.W.2d 711, 719 (Minn.2008) (<HOLDING>) with Huggins, 932 F.Supp.2d at 985 (holding Options: A. holding that a cause of action for breach of contract accrues at the time of the breach B. recognizing that a cause of action accrues when a reasonably diligent plaintiff ascertains the nature and cause of his injury C. holding cause of action accrues when some compensable damage occurs D. holding that a cause of action for an unconstitutional taking accrues at the time the taking occurs E. recognizing that breach of contract cause of action accrues at time of the breach

assistant: The best answer is C. holding cause of action accrues when some compensable damage occurs
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: suits constituted extortion under the Hobbs Act. However, Aspex’s mere fear of economic loss in the face of VSP’s warnings does not give rise to a claim under the Hobbs Act. “[Ejxtortion requires more than fear____[t]he use of the fear must be ‘wrongful.’ ” Sosa v. DIRECTV, Inc., 437 F.3d 923, 939 (9th Cir.2006). The Hobbs Act does not make actionable VSP’s threats of altering Aspex’s network status, at least to the extent that the basis for those threats “do not rise to the level of a sham,” id. at 939-40, of which there is no evidence on this record. Accordingly, VSP was entitled to use some economic pressure falling within the scope of its legal rights in order to bring Aspex to the negotiating table. See Rothman v. Vedder Park Management, 912 F.2d 315, 318 (9th Cir.1990) (<HOLDING>). Aspex also alleges that VSP’s conduct is Options: A. holding that harassment threats and one beating did not constitute persecution B. holding that tenants interest in a sublease terminated upon the landlords termination of the lease and affirming order that landlord entitled to receive 12 months of rent deposited by subtenant with court subsequent to termination of lease and prior to denial of petition for relief from forfeiture C. holding that trespasser did not have expectation of privacy in bedroom where he did not pay rent and had been asked to leave D. holding lessor entitled to full months rent when rent due on first of month and lease rejected on second E. holding that a landlords alleged threats that tenants who did not sign a lease would have to pay their own utility bills and be subject to future rent increases did not constitute a wrongful use of force or fear

assistant: The best answer is E. holding that a landlords alleged threats that tenants who did not sign a lease would have to pay their own utility bills and be subject to future rent increases did not constitute a wrongful use of force or fear