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: No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Parent or any of its Subsidiaries or for which Parent or any of its Subsidiaries may be financially liable.

assistant: Brokers
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 order to exhaust his claim based on the mandatory minimum, Wardell needed to “properly raisef ]” it in the state courts. Judd, 250 F.3d at 1313 (emphasis added). He did not do so when he made his claim based on the 85% rule. This case is indistinguishable from Kelley v. Secretary for Department of Corrections, where we ruled that a habeas petitioner had not exhausted the claim for ineffective assistance of counsel that he attempted to raise on federal habeas where he had not mentioned the same ineffectiveness theory in his Florida Rule 3.850 motion. 377 F.3d 1317, 1350 (11th Cir. 2004). This was true even though there was some testimony on that theory at his Rule 3.850 hearing. Id.; see also Castille v. Peoples, 489 U.S. 346, 351, 109 S.Ct. 1056, 1060, 103 L.Ed.2d 380 (1989) (<HOLDING>). Because Warden’s claim is now clearly Options: A. holding that a petitioner does not fairly present his claim where the claim has been presented for the first and only time in a procedural context in which its merits will not ordinarily be considered B. holding that this court will not address the merits of an issue presented for the first time in a reply brief C. holding where a claim is presented for the first and only time in a procedural context in which the merits are not likely to be considered unless there are special and important reasons the petition is not exhausted D. holding that a claim not raised before the trial court will not be considered for the first time on appeal E. holding that ordinarily courts are not obligated to review evidence presented for the first time on appeal

assistant: The best answer is A. holding that a petitioner does not fairly present his claim where the claim has been presented for the first and only time in a procedural context in which its merits will not ordinarily be considered
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: raises issues of bankruptcy law for a debtor in bankruptcy in Rhode Island, this Court has jurisdiction over the named plaintiffs claim. For two reasons, however, the Court has limited jurisdiction over any potential class action. Usually debate about bankruptcy jurisdiction centers on whether ancillary actions impact the bankruptcy estate in such a manner that the bankruptcy court would need to resolve these ancillary actions to resolve the bankruptcy. If they do, jurisdiction is appropriate. See 28 U.S.C. § 1334(e) ; Williams v. Sears, Roebuck & Co., 244 B.R. 858, 862 (S.D.Ga. 2000) (noting that for jurisdictional purposes bankruptcy class actions differ from other class actions because each has its own bankruptcy estate); McGlynn v. Credit Store, Inc., 234 B.R. 576, 584 (D.R.I.1999) (<HOLDING>). If the additional claims do not stem from the Options: A. holding that where a proposed project does not alter the status quo then it does not have a significant impact B. holding that a claim for retaliation does not lie under title ix C. holding that preemption under 1144a does not permit removal if the plaintiffs claim does not fall within the scope of 1132a D. holding that title ii does not apply to the states E. holding that a claim regarding postdischarge conduct that does not impact the bankruptcy estate in any way does not fall under title lls jurisdictional umbrella

assistant: The best answer is E. holding that a claim regarding postdischarge conduct that does not impact the bankruptcy estate in any way does not fall under title lls jurisdictional umbrella
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: (Second) of Torts, this Court is confident that the position most likely to be adopted by the Massachusetts courts is that a violation of well-established industry standards may indeed satisfy the improper means element of tortious interference. The Supreme Judicial Court of Massachusetts’ most thorough evaluation of the improper means element for tortious interference occurred in United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 817, 551 N.E.2d 20 (1990). In Geltman, the Court included within the ambit of “improper means” violations of a statute or a rule of common law, threats, misrepresentation, defamation, or any other improper means. Id. (emphasis added). The inclusion of the phrase “any other improper means,” makes this Court reluc o., 283 Or. 201, 582 P.2d 1365, 1371 (1978) (<HOLDING>) ; Adler, Barish, Daniels, Levin and Creskoff Options: A. holding that im proper means may be wrongful by reason of a statute or other regulation or a recognized rule of common law or perhaps an established standard of a trade or profession B. holding that the parentsubsidiary privilege could be lost by using wrongful means including fraud misrepresentation threats violence defamation trespass restraint of trade intimidation molestation or any other wrongful act recognized by statute or common law C. holding that the phrase provided by law means prescribed or provided by statute D. holding that interpreting a statute or an administrative rule or regulation presents a purely legal question subject to de novo review E. holding that the other source of law might be a moneymandating constitutional provision statute or regulation that has been violated or an express or implied contract with the united states

assistant: The best answer is A. holding that im proper means may be wrongful by reason of a statute or other regulation or a recognized rule of common law or perhaps an established standard of a trade or profession
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect until the Discharge of Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Term of the Lease is hereby extended for an additional seven (7) years commencing October 1, 2017 and expiring September 30, 2024 (the “ Seventh Extended Term ”), unless sooner terminated in accordance with the terms of this Lease.

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: The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Sale and Servicing Agreement dated as of January 16, 2019, by and among AFS SenSub Corp., as Seller, GM Financial, in its individual capacity and as Servicer, GM Financial Consumer Automobile Receivables Trust 2019-1, as Issuer, and The Bank of New York Mellon, as Trust Collateral Agent.

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: Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries (as defined in the Securities Purchase Agreement), the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be granted. However, the motion may not be granted in full because the Court, upon its in camera review of the disputed documents, has discovered a few minor instances where disclosure is required. As discussed above, under the exception for official disclosure, the Government waives the right to withhold information if: (1) “the information requested [is] as specific as the information previously released”; (2) “the information requested [matches] the information previously disclosed”; and (3) “the information requested [was] already ... made public through an official and documented disclosure.” Fitzgibbon, 911 F.2d at 765. A disclosure is official “when the agency responsible for protecting the information discloses it.” Wilson v. McConnell, 501 F.Supp.2d 545, 559 (S.D.N.Y.2007) (<HOLDING>). See also Frugone v. CIA, 169 F.3d 772, 774 Options: A. holding that a district court need not inquire into the veracity of a classified affidavit unless the information it provides is insufficient or contradicted by the record or there is evidence of bad faith on behalf of the agency B. holding that in a military criminal trial the governments use of classified information without permitting the defendant or his lawyers to view the information did not violate the defendants due process rights C. holding that order mandating disclosure of classified information to habeas petitioners counsel was an important issue entirely separate from the merits of this case D. holding that in a designation of a foreign terrorist organization under the antiterrorism and effective death penalty act of 1996 aedpa the governments use of classified information without permitting the organization to view the information did not violate the organizations due process rights E. holding that a congressional publication of classified cia information does not bind the cia

assistant: The best answer is E. holding that a congressional publication of classified cia information does not bind the cia
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 Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Section 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations in Section 7, (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (excluding promissory notes), or canceled, forfeited or suspended, subject to the limitations in Section 7; (viii) determine whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and sub-plans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

assistant: Powers
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: subsequent actions may help establish mens rea for first-degree murder, "when they reflect a prior state of mind, particularly where they are fairly recent and in some significant way connected with prior material events”) (internal quotation marks omitted). 22 . Austin, 127 U.S.App.D.C. at 188, 382 F.2d at 137; see also, e.g., Fortson v. United States, 979 A.2d 643, 656 (D.C.2009) ("While a passerby possibly would have characterized the kicking and stomping of Whitfield as 'frenzied,' " evidence allowed a finding that the defendant had "ample time to reflect on his actions and ample time for any initial rage ... to peter out,” and thus had acted with premeditation and deliberation), reh'g granted and op. modified, 987 A.2d 1118 (D.C.2010). 23 . 903 A.2d 818, 830 (D.C.2006) (en banc) (<HOLDING>). 24 . Our review of appellant's claim is de Options: A. holding it was not a surprise or unfair to the defendant for the state to pursue a theory of aiding and abetting at trial when the charging document did not refer to aiding and abetting B. holding inter alia that conviction of firstdegree premeditated murder on an aiding and abetting theory requires the prosecution to prove that the accomplice acted with premeditation and deliberation and intent to kill C. holding that where both firstdegree and felony murder were possible bases for a murder conviction a jury instruction that suggested the jury could rely on felony murder as the predicate offense for a conviction for conspiracy to commit murder was improper because under arizona law a conviction for conspiracy to commit firstdegree murder requires a specific intent to kill D. holding that in order to convict a defendant of firstdegree murder on a theory of accomplice liability proof of his own premeditation is required E. recognizing both aiding and abetting breach of fiduciary duties and aiding and abetting conversion

assistant: The best answer is B. holding inter alia that conviction of firstdegree premeditated murder on an aiding and abetting theory requires the prosecution to prove that the accomplice acted with premeditation and deliberation and intent to kill
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: and convincing evidence that “(1) the defendant made a false representation to the plaintiff, (2) the falsity of the representation was either known to the defendant or the representation was made with reckless indifference to its truth, (3) the misrepresentation was made for the purpose of defrauding the plaintiff, (4) the plaintiff relied on the misrepresentation and had the right to rely on it, and (5) the plaintiff suffered compensable injury as a result of the misrepresentation.” Hoffman, 385 Md. at 29, 867 A.2d 276 (emphasis supplied). The key question we must address is what constitutes adequate reliance. Reliance at its core is the action or inaction of a party that results from the misrepresentation of another. Nails v. S & R, Inc., 334 Md. 398, 416-17, 639 A.2d 660 (1994) (<HOLDING>). Reliance can either be direct or indirect, in Options: A. holding that direct reliance was not shown where plaintiffs relied on third partys actions which were in turn undertaken in reliance on alleged misrepresentation by defendant B. holding that reliance exists if the misrepresentation substantially induced the plaintiff to act C. holding that the essential element for determining whether or not a claim was a misrepresentation claim within the meaning of section 2680h was reliance by the plaintiff upon the false information D. holding that whether the plaintiffs reliance on a negligent misrepresentation is justified generally raises a question of fact E. holding as to a fraudulent misrepresentation claim under michigan law that the sixyear statute of limitations begins to run when the misrepresentation was perpetrated and not when the plaintiff discovered or should have discovered the misrepresentation

assistant: The best answer is B. holding that reliance exists if the misrepresentation substantially induced the plaintiff to 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: a material supplier of its responsibility for complying with statutory notice requirements. Mursten Constr., 588 So.2d at 1061. There, the notice of bond was not filed until after the supplier sued the owner to foreclose on a mechanic’s lien. Id. at 1062. The supplier amended its complaint to add a claim against the surety and general contractor to recover under the bond. Id. However, the supplier failed to serve written notice of nonpayment on the contractor. Id. The Third District, citing its obligation “to give the mechanic’s lien statute a strict, and therefore literal, reading,” held that the supplier’s failure to serve written notice constituted a failure to comply with the statutory condition precedent to recovery on the bond. Id. at 1062-63; see also Rinker, 849 So.2d at 1195 (<HOLDING>). The holdings in Bridgeport and Mursten Options: A. holding notice of balance due satisfies notice and demand requirements B. holding that when an insurer denies coverage on grounds unrelated to late notice a strong presumption arises that the insurer has not suffered prejudice from the late notice C. holding that late notice of the bond did not excuse supplier from its obligation to comply with statutory notice requirements D. holding notice provision in rcra and clean water act are virtually identical and citizens notice to violators under either act must strictly comply with statutory notice requirements E. holding that failure to comply with formal notice requirements prior to the termination of a contract comes too late to perfect an assignment on behalf of the assignee

assistant: The best answer is C. holding that late notice of the bond did not excuse supplier from its obligation to comply with statutory notice requirements
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: Parent hereby, for itself and all of its direct and indirect Affiliates, Subsidiaries and its and their respective past, present and future successors, assigns, heirs, equity holders, partners, members, officers, directors, managers, representatives, attorneys, employees, agents and any other persons or entities who could claim through or on its behalf (each, a “ Parent Releasing Party ”), subject to the terms and conditions set forth herein and in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by such Parent Releasing Party, fully and unconditionally releases, acquits and forever discharges each Seller Party and all of its direct and indirect Affiliates, Subsidiaries and its and their respective past, present and future successors, assigns, heirs, equity holders, partners, members, officers, directors, managers, representatives, attorneys, employees and agents in their capacities as such (collectively, the “ Seller Released Parties ”), from any and all Claims, which such Parent Releasing Party ever had or now has or which such Parent Releasing Party hereafter can, shall or may have against each Seller Released Party, which in any way relate to or arise out of the Merger Agreement, any of the Transaction Documents, the Parent Claims or any other agreement or transaction with a Seller Released Party entered into or consummated prior to the date hereof, (each such claim, a “ Parent Released Claim ”). The foregoing notwithstanding, it is expressly understood and agreed that the Parent Releasing Parties are not releasing or discharging the Seller Released Parties from (a) obligations they may have under the Surviving Closing Agreement Provisions; (b) obligations they may have under the Registration Rights Agreement; and (c) obligations they may have under Section 10.4 (Confidentiality) of the Merger Agreement. Further, no Parent Releasing Party is releasing or discharging the Seller Released Parties from the obligations and agreements of the Seller Released Parties expressly established pursuant to this Agreement.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: although we 're not obligated to monitor access to or use of the services or content or to review or edit any content , we have the right to do so for the purpose of operating the services , to ensure compliance with these terms , and to comply with applicable law or other legal requirements .

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: Ameris shall take all necessary steps to enroll and cover the Manager, including any dependents as designated by the Manager, under its group health insurance and other benefits plans provided or offered to its officers. The Manager will accrue vacation days in accordance with the normal policies of Ameris as in effect from time to time.

assistant: Benefits
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: and warranties, such as its technical requirements pertaining to internal management and accounting, could only occur intentionally. In the absence of contextual evidence of the meaning of the term “wilful” as used in the Agreement, it is too early in this litigation for a finding as to its meaning. Extrinsic evidence — that is, “evidence relating to a contract but not appearing on the face of the contract because it comes from other sources, such as statements between the parties or the circumstances surrounding the agreement” — is admissible to explain the meaning of an ambiguous term. Simon Prop. Group, L.P. v. Michigan Sporting Goods Distrib., Inc., 837 N.E.2d 1058, 1071 & n. 10 (Ind.Ct.App.2005); see also Univ. of S. Ind. Found. v. Baker, 843 N.E.2d 528, 535 (Ind.2006) (<HOLDING>). Discovery in this case has not yet been had. Options: A. holding that court may not use extrinsic evidence unless contract language is ambiguous B. holding that a court may consider extrinsic evidence to determine whether a contract is ambiguous C. holding that extrinsic evidence of the parties course of conduct may be considered where the contract language is ambiguous D. holding that extrinsic evidence is permissible to interpret an ambiguous contract E. holding that where an instrument is ambiguous all relevant extrinsic evidence may properly be considered in resolving the ambiguity

assistant: The best answer is E. holding that where an instrument is ambiguous all relevant extrinsic evidence may properly be considered in resolving the ambiguity
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: (internal quotation and citation omitted). In this case, Mr. Charles was convicted under 18 U.S.C. § 751(a), which prohibits the generic crime of “escaping] or attempting] to escape from the custody of the Attorney General,” and includes failing to return to custody. 18 U.S.C. § 751(a). The district court apparently considered the plea agreement, which specified that Mr. Charles had escaped the custody of a halfway house, but the court was without the benefit of the Supreme Court’s decision in Chambers. Before Chambers, the categorization of an escape conviction was well-settled in this Circuit, because we held that all escape convictions were “crimes of violence” under § 4B1.2. See United States v. Gosling, 39 F.3d 1140, 1142 (10th Cir.1994) (“Every escape scenario is a powder keg.”) (<HOLDING>); see also United States v. Springfield, 196 Options: A. holding felony escape in north carolina to be crime of violence under acca because escape presents risk of injury to others B. holding walkaway escape under north dakota statute a crime of violence C. holding prior to chambers that a walkaway escape is categorically a violent felony D. holding that walkaway from community treatment center conviction was a crime of violence consistent with chambers E. holding that an escape from custody under minnesota law is a crime of violence

assistant: The best answer is B. holding walkaway escape under north dakota statute a crime of violence
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 insure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the Company and of the other parties hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Parent Company (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than the Disclosed Matters and matters fully covered by insurance as to which the insurer has been notified of such action, suit or proceeding and has not issued a notice denying coverage thereof) or (ii) challenging the validity or enforceability of this Agreement, the other Loan Documents or the Transactions. As of the date of this Agreement, the Borrower and its Subsidiaries have no material contingent obligations that are not disclosed in the financial statements referred to in Section 3.04 or listed as a Disclosed Matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If, notwithstanding any reduction described in Section 8(a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within one-hundred twenty (120) days after a final IRS determination, an amount of such payments or benefits equal to the “ Repayment Amount .” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero (0) if a Repayment Amount of more than zero (0) would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 8(b), Executive shall pay the Excise Tax.

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: Notwithstanding such delivery or destruction of the Evaluation Material, you agree that you and your Representatives will continue to be bound by your obligations under this Agreement. Notwithstanding the foregoing, (i) you and your Representatives will not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures (it being agreed that you and your Representatives will not access such archived computer files containing any such Evaluation Material after such delivery or destruction is otherwise required) and (ii) you and/or your Representatives may retain one copy of the Evaluation Material (and may only access any such Evaluation Material) to the extent and for so long as such retention and access by you or such Representative, as applicable, is required by law or regulation; provided, however, that in the case of each of clauses (i) and (ii) of this sentence, notwithstanding any other provision of this Agreement, you and your applicable Representatives will continue to be bound by the terms of this Agreement as if it were in full force and effect with respect to any such Evaluation Material for so long as you or your applicable Representatives retain any such Evaluation Material. 16. Except as otherwise provided herein, the obligations of the parties under this Agreement will terminate eighteen (18) months from the date hereof, provided that such termination will not relieve any party from its responsibilities in respect of any breach of this Agreement prior to such termination.

assistant: Yes
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 Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. federal, state, local or non-U.S. tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant TRA Holder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A Stock Appreciation Right is an Award that entitles the Participant to receive an amount equal to the difference between the Fair Market Value of the shares of Stock at the time of exercise of the Stock Appreciation Right and the Fair Market Value of the shares of Stock on the date of grant of the Stock Appreciation Right, subject to the following provisions of this Part VI. Upon the grant of Stock Appreciation Rights that are to be settled in shares of Stock, the number of Stock Appreciation Rights awarded (and not the “net” number of shares of Stock issued upon exercise of the Stock Appreciation Rights) shall be considered awarded from the pool of authorized shares of Stock available under the Plan.

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: decision.” If the legislature wanted to define “final order” or “final administrative decision,” it could have done so. Moreover, if the legislature intended to equate the term “administrative decision” with “final order” or “final administrative decision,” it could have done that as well. The legislature chose to do neither. Accordingly, we are not bound by the Department’s unsupported claim that a “final order” is an administrative decision as that term is defined in section 3 — 101 of the Administrative Review Law. 735 ILCS 5/3 — 101 (West 1996). We are persuaded by the Commission’s position that a “final order” was not rendered in this case because the default order did not terminate the proceedings before the administrative agency. See Kvidera, 168 Ill. App. 3d at 382 (<HOLDING>); see also Mitrenga v. Martin, 110 Ill. App. 3d Options: A. holding that an order by the trial court remanding the cause to the agency to impose a sanction other than the one imposed by the agency was not a final and appealable order because it did not terminate the litigation between the parties on the merits B. holding order granting a new trial is not a final appealable order because it does not terminate the action or any of the claims or parties in the action C. holding that an order remanding an arbitration award is not a final appealable order when the order does not also vacate the arbitration award D. holding that an order denying a 522f motion is final because it ends the litigation on the merits E. holding adjudication order based upon a determination on the merits in juvenile court is a final and appealable order

assistant: The best answer is A. holding that an order by the trial court remanding the cause to the agency to impose a sanction other than the one imposed by the agency was not a final and appealable order because it did not terminate the litigation between the parties on the merits
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: interest in their continued employment and that Richardson’s Age Discrimination in Employment Act (ADEA) claim was barred by Eleventh Amendment sovereign immunity. Plaintiffs contend that DHS’s discipline policies entitled them to due process protection and that Arkansas has waived its sovereign immunity to ADEA suits. After reviewing the relevant discipline policies, we agree with the District Court that they did not alter plaintiffs’ at-will employment status to create property interests in their jobs. See Singleton v. Cecil, 176 F.3d 419, 424-25 & n. 6 (8th Cir.) (finding that an at-will employee has no property interest in job), cert. denied, 528 U.S. 966, 120 S.Ct. 402, 145 L.Ed.2d 313 (1999); Ball v. Ark. Dep’t of Cmty. Punishment, 340 Ark. 424, 10 S.W.3d 873, 876 (Ark.2000) (<HOLDING>); Batra v. Bd. of Regents of the Univ. of Neb., Options: A. holding that an atwill employee may not be discharged for refusal to violate the law B. holding that under new york law employment is atwill unless the duration of an employment contract is set forth explicitly C. holding that an atwill employee can be discharged for any reason or no reason unless employee is discharged for reasons that contravene a clear mandate of public policy D. holding that under arkansas law employment is atwill unless personnel manual or employment agreement contains express provision that employee shall not be discharged except for cause E. holding where employee handbook and employment offer letter disclaimed creation of employment contract that employees testimony of his understanding of terms of agreement did not raise fact issue of specific express and clear agreement contradicting the express provisions of the personnel manual and the employment offer letter

assistant: The best answer is D. holding that under arkansas law employment is atwill unless personnel manual or employment agreement contains express provision that employee shall not be discharged except for cause
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: unless your paid subscription has been purchased as a pre-paid period , your payment to spotify will automatically renew at the end of the subscription period , unless you cancel your paid subscription through your subscription page before the end of the current subscription period .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: judgments would call upon the integrity of an employer’s administration, the fiduciary duty imposed by ERISA is vital.”); Kulinski v. Medtronic Bio-Medicus, Inc., 21 F.3d 254, 257 (8th Cir.1994) (“[A]n employer’s need to create an administrative system may arise where the employer, to determine the employees’ eligibility for and level of benefits, must analyze each employee’s particular circumstances in light of the appropriate criteria.”). The second factor, whether payment of benefits is triggered by a single, unique event or on a recurring basis, also favors the finding of an ERISA plan. Payment of severance benefits under the SAP is not premised upon a single event, such as a plant closing, as was at issue in Fort Halifax. See Fort Halifax, 482 U.S. at 12, 107 S.Ct. at 2218 (<HOLDING>); see also, Delaye v. Agripac, Inc., 39 F.3d Options: A. holding the payment of benefits at the occurrence of a single event an indicium of lack of an administrative scheme B. holding that the discovery of evidence of crimes in the course of an otherwise proper administrative inspection does not render that search illegal or the administrative scheme suspect C. holding the lumpsum payment of a severance benefit to be evidence of lack of an administrative scheme D. holding that the liability creating event constitutes an occurrence E. holding a judgment that reserved the issue of child support indefinitely and not pending the occurrence of a specific event to be final

assistant: The best answer is A. holding the payment of benefits at the occurrence of a single event an indicium of lack of an administrative scheme
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: From time to time, as and when requested by any Party, each Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other Party may reasonably deem necessary or desirable to complete the Acquisition and to consummate the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Lender agrees to hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices; provided , that nothing herein shall prevent any Lender from disclosing such information (i) to any other Lender or to the Administrative Agent, (ii) to any other Person if reasonably incidental to the administration of the Loans, (iii) upon the order of any court or administrative agency, (iv) to the extent requested by, or required to be disclosed to, any rating agency or regulatory agency or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (v) which had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement, (vi) in connection with any litigation to which the Administrative Agent, any Lender or any of their respective Subsidiaries or Affiliates may be party, (vii) to the extent necessary in connection with the exercise of any remedy hereunder, (viii) to such Lender’s or the Administrative Agent’s Affiliates and their respective directors, officers, employees, service providers and agents including legal counsel and independent auditors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ix) with the consent of the Borrower, (x) to Gold Sheets and other similar bank trade publications, such information to consist solely of deal terms and other information customarily found in such publications and (xi) subject to provisions substantially similar to those contained in this Section, to any actual or proposed Participant or Assignee or to any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower’s Obligations hereunder. Notwithstanding the foregoing, the Administrative Agent, any Lender or Davis Polk & Wardwell LLP may circulate promotional materials and place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web, in each case, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or other release limited to describing the names of the Borrower or its Affiliates, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you understand and agree that without a written license agreement with linden lab , we do not authorize you to make any use of the linden marks , including but not limited to `` linden , '' or `` linden lab '' .

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: The Company shall continue to indemnify Executive to the fullest extent permitted under applicable law, the Company ’ s Articles of Organization and the Company ’ s By-laws, each as they may be amended from time to time. The Executive shall be insured under the Company ’ s Directors ’ and Officers ’ liability policy in the same manner as other senior executives of the Company for as long as Executive is an officer or director of the Company and as long as the Company maintains such policy in force. Such indemnity and insurance shall survive the termination of Executive ’ s employment by the Company.

assistant: Indemnifications