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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may store and continue billing your payment method ( e.g. credit card ) even after it has expired , to avoid interruptions in your services and to use to pay other services you may buy .

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: after the criminal investigation was completed was a denial. Id. at 457. The court of appeals stated, "The words 'will not be made available to you at this time' and 'you cannot review' are not words associated with [an] acceptance of WTMJ's demand for records." Id. The court of appeals further stated, "We do not believe that the DOC's qualification that some of the records would be released when an investigation was completed [was] sufficient to change the December 1 letter from a denial to an agreement to produce. The letter did not indicate when the investigation would terminate." Id. The court of appeals held that there were two statutory choices, which were "comply or deny." Id. (citing State ex rel. Auchinleck v. Town of LaGrange, 200 Wis. 2d 585, 597, 547 N.W.2d 587 (1996) (<HOLDING>)). ¶ 55. We are satisfied that, under the Options: A. holding that time limits in wis stat 980071 are mandatory B. holding inter alia that wis stat 980071 allows a ch 980 committee to retain an independent examiner C. holding that documents generated by the cia at the specific request of congress were exempt from disclosure as congressional records D. holding that personnel records or conduct investigative records regarding police officers are exempt from disclosure under virginias freedom of information act which exempts personnel records from disclosure E. holding that a requesting party may immediately bring an enforcement action if an open records law request is denied and that such actions are exempt from the notice provisions of wis stat 893801

assistant: The best answer is E. holding that a requesting party may immediately bring an enforcement action if an open records law request is denied and that such actions are exempt from the notice provisions of wis stat 893801
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: which the party requesting an arbitration has specified in the written notice of arbitration. Id. The undisputed evidence established that the Borough and the Union began collective bargaining on June 14, 2010, more than six months before the start of the fiscal year 2011. The Union, however, failed to comply with Section 4(a) of Act 111 by seeking a list of arbitrators on June 29, 2010 without bargaining with the Borough for at least 30 days, without declaring an impasse, and without listing any issues in dispute. In addition, the Union never served upon the Borough Council president written notice of arbitration containing specifications of issues in dispute, as required by Section 5 of Act 111. The Union did not properly demand an arb mis., 27 Pa.Cmwlth. 64, 366 A.2d 316, 318 (1976) (<HOLDING>). Without disputing its failure to comply with Options: A. holding that collective bargaining agreements cannot compel the arbitration of statutory rights B. holding that proposed invalidation of the entire arbitration agreement even if the court were convinced that the plaintiff could not afford to pay for the arbitration proceedings was unnecessarily radical because the court could instead simply nullify the fee provisions of the arbitration agreement and force the defendant employer to bear the expense of arbitration C. holding that arbitration award is binding on the parties D. holding that an arbitration in accordance with aaa rules is a binding arbitration E. holding that the township could not be compelled to submit the disputes to binding arbitration because collective bargaining did not begin at least six months before the start of the new fiscal year and because the demand for binding arbitration was not made at least 110 days before the start of the new fiscal year

assistant: The best answer is E. holding that the township could not be compelled to submit the disputes to binding arbitration because collective bargaining did not begin at least six months before the start of the new fiscal year and because the demand for binding arbitration was not made at least 110 days before the start of the new fiscal year
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 assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be 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: did not provide for such an award. This court rejected the husband’s argument, noting that it was “clear from the trial court’s language . . . that notwithstanding its use of the word ‘alimony,’ it in fact awarded the wife ‘support and maintenance’ under the terms of § 42-362.” Black, 223 Neb. at 207, 388 N.W.2d at 819. In the present case, it is clear that the district court, notwithstanding its employment of the term “spousal support,” in fact awarded the appellee alimony. This result is consistent with authority from other jurisdictions holding that labels placed upon payments made under the terms of divorce judgments are not determinative of their nature. In re Marriage of Kessler, 110 Ill. App. 3d 61, 441 N.E.2d 1221 (1982); Knipfer v. Knipfer, 259 Iowa 347, 144 N.W.2d 140 (1966) (<HOLDING>); 27B C.J.S. Divorce § 309 (1986); 24 Am. Jur. Options: A. holding that the term final and conclusive precludes judicial review of army claims decisions B. holding that the amendment was a use regulation which was in effect a condition on the use of property in the affected zone C. recognizing a divorce decree which incorporates a property settlement agreement is a final and conclusive adjudication D. holding that a trial courts use of the term alimony was not conclusive against a claim that the award was actually a property settlement E. holding evidence which established that use of property was permissive showed use of property was not adverse

assistant: The best answer is D. holding that a trial courts use of the term alimony was not conclusive against a claim that the award was actually a property settlement
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 and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of 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 case excerpt and choose the best holding from the options. Case excerpt: of the entry by the City here is not to search and seize, but to retake real property it owns and to remove one who has been occupying it by sufferance. Under these circumstances, prior notice provides an opportunity to preserve privacy and protect property by giving the occupant an opportunity to vacate the premises on her own. Prior notice also serves another significant purpose when the City resorts to self-help. An occupant of an apartment afforded such notice who can demonstrate a lawful right to avoid eviction can seek the kind of judicial review, such as an action to quiet title, that is far more meaningful than an ex parte warrant normally required by the Fourth Amendment. Cf. Cleveland Bd. of Educ. v. Loudermill, 470 U.S. 532, 542, 105 S.Ct. 1487, 1493, 84 L.Ed.2d 494 (1985) (<HOLDING>). In the context of the present case, it is Options: A. holding such service satisfies due process B. holding that procedural due process requires adequate notice and a meaningful opportunity to be heard C. holding that a predeprivation opportunity to be heard satisfies the due process clause D. holding that an opportunity to be heard by a contracting officer the very person deciding whether the plaintiff is a responsible contractor satisfies due process E. recognizing that the essential requisites of procedural due process are notice and meaningful opportunity to be heard

assistant: The best answer is C. holding that a predeprivation opportunity to be heard satisfies the 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: profitability of the funds portfolios” such that “[t]o the extent that mispricings improperly inflated the reported value of the portfolios, James River benefitted from and had a direct motive to commit the alleged fraud.” (Appaloosa and Tepper’s Opp. at 10, hereinafter “Opp.”, citing TPC ¶¶ 16, 17, 43). However, the Second Circuit has held that “the existence, without more, of executive compensation dependent upon stock value does not give rise to a strong inference of scienter.” Acito v. IMCERA Group, Inc., 47 F.3d 47, 54 (2d Cir.1995). Here, Appaloosa and Tepper’s suggestion that the James River Defendants had a motive to commit the fraud because the better the funds’ perfor 101, 1107 (D.Conn.1991); Duncan v. Pencer, No. 94 Civ. 0321, 1996 WL 19043, at *9 (S.D.N.Y. Jan. 18, 1996) (<HOLDING>). Indeed, the Second Circuit has made clear Options: A. holding that financial gain from compensation for professional services is not a sufficient motive for purposes of pleading scienter B. holding the pslra standard for pleading scienter is more stringent than the second circuits standard prior to the act and that motive and opportunity is not an independent basis to show defendants had scienter C. holding that access to financial information was reasonably related to a defendants narcotics convictions because financial gain motivated the underlying crimes D. holding that in pleading scienter arguing that the motive for defrauding investors was to increase the companys profits or to increase officer compensation is not sufficient E. holding that allegations of motive and opportunity were not enough to create a strong inference of scienter

assistant: The best answer is A. holding that financial gain from compensation for professional services is not a sufficient motive for purposes of pleading scienter
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: An insurer’s violation of the UCSPA creates a cause of action both for the insured as well as for those who have claims against the insureds, and the same standard applies -in both types of cases. Phelps, 680 F.3d at 731 (citing Motorists Mut. Ins. Co. v. Glass, 996 S.W.2d 437, 454 (Ky.1999)); see also Davidson v. Am. Freightways, Inc., 25 S.W.3d 94, 100 (Ky.2000) (stating that there is one test for bad faith in Kentucky, which applies equally to bad faith claims brought by first- or third-parties). KUCSPA requires an insurance company “to deal in good faith with a claimant, whether an insured or a third-party, with respect to a claim which the insurance company is contractually obligated to pay.” Davidson, 25 S.W.3d at 100 (emphasis omitted); see also Reeder, 763 S.W.2d at 118 (<HOLDING>). The duties imposed by KUCSPA on an insurer to Options: A. holding that the governments cooperation with a thirdparty is not sufficient to establish a thirdparty beneficiary relationship B. holding that a contracts indemnification clause which did not contain an express limitation to thirdparty claims should be read in conjunction with a separate contract clause that stated that a partys liability for thirdparty claims should be limited to indemnification C. holding thirdparty claims may be premised upon a violation of kucspa D. holding that thirdparty indemnity claims are not premature E. holding that coverage could not be premised upon theories of negligence in the underlying complaint where based upon numerous acts of molestation that could not be deemed negligent acts

assistant: The best answer is C. holding thirdparty claims may be premised upon a violation of kucspa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for (a) any matter fully covered as to subject matter and amount (subject to applicable deductibles and retentions) by insurance for which the insurance carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b) any matter, or series of related matters, involving a claim against Borrower or any of its Subsidiaries of less than $250,000, (c) matters of an administrative nature not involving a claim or charge against Borrower or any Subsidiary of Borrower and (d) matters set forth in Schedule 4.9 , there are no actions, suits, proceedings or investigations pending as to which Borrower or any of its Subsidiaries have been served or have received notice or, to the best knowledge of Borrower threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them before any Governmental Agency. None of Borrower, its Subsidiaries, or, to the best knowledge of Borrower, any executive officer of any such Persons has been indicted or convicted in connection with or is engaging in any criminal conduct which constitutes a felony, or is currently subject to any lawsuit or proceeding or, to the best of Borrower’s knowledge, under investigation in connection with any anti-racketeering or criminal conduct or activity which constitutes a felony.

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: Except as set forth in Schedule 3.1 (j) there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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 at any time (i) the aggregate amount of the outstanding Revolving Loans of any Lender exceeds the amount of such Lender’s Commitments, or (ii) the aggregate outstanding amount of the Revolving Loans exceeds the Aggregate Commitment, the Borrower shall immediately make a payment on the Revolving Loans sufficient to eliminate such excess. The outstanding Revolving Loans and all other unpaid Obligations under this Agreement and the Related Documents shall be paid in full by the Borrower on the Termination Date.

assistant: Terminations
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: Manna Pro shall pay all invoiced amounts contained in invoices submitted to Manna Pro for Products delivered during the invoice period; provided, however , that if Manna Pro believes in good faith that any portion of an invoice is inaccurate, Manna Pro shall notify Oculus promptly of any amount Manna Pro believes in good faith does not correctly correspond to the corresponding purchase order(s), Manna Pro will pay such portion of the invoice that is not disputed, the parties agree to work together promptly to rectify any inaccuracy, and Manna Pro agrees to any all remaining portions of any invoice promptly after resolution of any disputed amounts. Payment shall be due thirty (30) days after receipt of such invoices by Manna Pro; and provided further , that should Manna Pro pay such invoices within ten (10) days after receipt, a [ ]† percent ([ ]†%) discount shall apply, and Manna Pro shall pay only [ ]† percent ([ ]†%) of the invoiced amount, which shall be considered payment in full of such invoice.

assistant: Payments
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 has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which Parent or any Restricted Subsidiary is subject, and all other matters known to them, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither the Information Materials nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of Parent or any Restricted Subsidiary to the Administrative Agent, any Arranger or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to forecasts and projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time made and at the time so furnished and, if furnished prior to the Effective Date, as of the Effective Date , or, if furnished in connection with Amendment No. 2, as of the Amendment No. 2 Effective Date (it being understood that such forecasts and projections may vary from actual results and that such variances may be material).

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 legal provision and list the applicable contract clause categories. Provision: The Employee shall serve as Senior Vice President, Research and shall report to the Chief Operating Officer of the Company, beginning on or about May 9, 2016 (the "Commencement Date"). The Employee shall be based at the Company's headquarters in Cambridge, Massachusetts. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company shall from time to time reasonably assign to the Employee. The Employee agrees to devote his/her entire business time, attention and energies to the business and interests of the Company. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.

assistant: Titles
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: judges — regardless of whether they are campaigning' — in order to promote the efficient administration of justice, is not an issue raised here.”); see also In re Vincent, 172 P.3d at 608 (“[E]valuating the constitutionality of restrictions on the political speech of a judge does not fit neatly into the existing analytical framework for First Amendment analysis. Selecting the appropriate framework for analysis has become even more difficult since White.”) Since that question is not implicated here, we leave it for another day. 10 . The Virgin Islands Supreme Court did not base Kendall's conviction on a conclusion that his words were defamatory. See Standing Comm. on Discipline of U.S. Dist. Court for Cent. Dist. of Cal. v. Yagman, 55 F.3d S. 6, 14, 90 S.Ct. 1537, 26 L.Ed.2d 6 (1970) (<HOLDING>). 11 . Count 2 charged Kendall with violating Options: A. holding that a description of a public figures negotiating position as blackmail could not be con strued as charging the plaintiff with committing a crime B. holding that a union newsletters description of a scab as a traitor could not be construed as a factual assertion C. holding that a district court may not rely on a charging document without first establishing that the crime charged was the same crime for which the defendant was convicted D. holding that an indictment is sufficient as long as it fully and clearly sets out the crime and the elements of the offense even if the evidence consists of proof of other means of committing the same crime E. recognizing that a court may look to the charging document in making a crime of violence determination but only where the statute provides disjunctive methods of committing the offense and the court needs to determine which of the statutory alternatives is involved in the particular case

assistant: The best answer is A. holding that a description of a public figures negotiating position as blackmail could not be con strued as charging the plaintiff with committing a crime
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: Receipt by the Administrative Agent of a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying and attaching resolutions adopted by the board of directors (or equivalent governing body) of such Loan Party approving this Agreement.

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: Any final judgment entered or settlement agreed upon in the manner provided in this Section 9.6 , as applicable, shall be binding upon the Indemnifying Party and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder, if applicable. Payment of all amounts owing by the Indemnifying Party under this Section 9.6 , as applicable, shall be made promptly upon a final settlement between the Indemnifying Party and the Indemnified Party or upon a final adjudication determined by the Arbitrator(s) that an indemnification obligation is owed by the Indemnifying Party to the Indemnified Party.

assistant: Payments
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: Buyer is a corporation, duly incorporated and validly existing and in good standing under the laws of the State of Delaware Buyer has all requisite power and authority to execute and deliver, and to perform all its obligations under this Agreement.

assistant: Authority
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: principles, this Court has long recognized three categories of police interactions with private citizens: (1) a full-scale arrest, which requires probable cause, see Dunaway v. New York, 442 U.S. 200, 209-10, 99 S.Ct. 2248, 60 L.Ed.2d 824 (1979); State v. Echols, 382 S.W.3d 266, 277 (Tenn.2012); (2) a brief investigatory detention, requiring reasonable suspicion of wrongdoing, see Terry v. Ohio, 392 U.S. 1, 25-26, 88 S.Ct. 1868, 20 L.Ed.2d 889 (1968); State v. Williamson, 368 S.W.3d 468, 474 (Tenn. 2012); and (3) a brief police-citizen encounter, requiring no objective justification, see United States v. Mendenhall, 446 U.S. 544, 553, 100 S.Ct. 1870, 64 L.Ed.2d 497 (1980); State v. Ingram, 331 S.W.3d 746, 756 (Tenn.2011). See United States v. Berry, 670 F.2d 583, 591 (5th Cir.1982) (<HOLDING>); Nicholson, 188 S.W.3d at 656; State v. Options: A. recognizing that warrantless arrests with probable cause do not give rise to 1983 claims B. holding in an impliedconsent case that a warrantless police entry was unlawful in part because the police did not request entry C. holding that the police officers had probable cause to make a warrantless entry D. holding that police officers warrantless search of rented home with consent of landlord but not tenant violated tenants fourth amendment rights E. recognizing a threetier analysis for warrantless encounters with police

assistant: The best answer is E. recognizing a threetier analysis for warrantless encounters with police
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party will, and will cause each Subsidiary to, (a) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (b) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: step in a series of interconnected transactions, but rather a separate financing transaction undertaken at Arco’s request as part of a settlement between the parties approximately eighteen months after the alleged fraud is purported to have been underway. (AC ¶¶ 94-97; Ex. 22 [Letter Agreement].) Arco failed to include Earls Eight in its initial complaint and has itself alleged that the sale of the Earls Eight Notes constitutes an independent violation under 10b-5. (FAC ¶ 16.) Earls Eight cannot therefore be viewed as “essential” to the alleged scheme. The distinctions between this case and Arnold bar equitable tolling of the repose period as applicable to CRAFT. See Lampf, Pleva, Lip-kind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350, 363, 111 S.Ct. 2773, 115 L.Ed.2d 321 (1991) (<HOLDING>). Arco’s FAC also contends that the repose Options: A. holding that because purpose of tolling statute is to remedy problem of locating a nonresident defendant before expiration of statute of limitations tolling statute does not apply to adverse possession action because of statutory scheme allowing for service by publication on parties outside state in such actions B. holding that equitable tolling principles apply to suits against the united states in the same manner as they apply to private parties C. holding that statute was one of repose because it embodies the most distinctive characteristic of a statute of repose the barring of the right to bring an action rather than the remedy prescribed D. holding tolling principles do not apply because the purpose of the statute of repose is clearly to serve as a cutoff E. holding that provision has the characteristics of a statute of repose

assistant: The best answer is D. holding tolling principles do not apply because the purpose of the statute of repose is clearly to serve as a cutoff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of such Investor nor any person acting on behalf of such Investor nor any of such Investor’s affiliates (the “ Investor Parties ”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such Investor and this offering, and the Investor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Investor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “ Company Parties ”).

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: All notices given hereunder will be in writing and will be sent by registered or certified mail or delivered by hand and, if intended for the Company, will be addressed to it or delivered to it at its principal office for the attention of the Chief Human Resources Officer of the Company. If intended for the Executive, notices will be delivered personally or will be addressed (if sent by mail) to the Executive’s then current residence address as shown on the Company’s records, or to such other address as the Executive directs in a notice to the Company. All notices will be deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date delivered.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Producer shall pay or cause to be paid all valid levies, assessments, duties, rates and taxes (together “ Taxes ”) on Product delivered hereunder that arise prior to, or as a result of, the sale and Delivery of Product at the Delivery Point. Gavilon shall pay or cause to be paid all Taxes, including fuel or excise Taxes, on Product that arise after the sale (other than third-party sales) and Delivery of Product to Gavilon at the Delivery Point.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Incentive ESPP initially took effect on October 4, 2013. It was initially approved by the Board of Directors on October 3, 2013 and approved by the Voting Stockholders on October 4, 2013. The Incentive ESPP, as amended and restated, shall take effect on January 16, 2019, the date it was approved by the Voting Stockholders; it was approved by the Board of Directors on January 10, 2019.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant is responsible to pay to the Company, or make suitable arrangements to pay, all applicable foreign, federal, state and local tax withholding as a condition to receiving certificates for the vested Units and as a condition to receiving payment of UDRs, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code. In order to satisfy any such tax obligations with respect to Units that vest (a) pursuant to the first installment to vest hereunder or (b) pursuant to any subsequent installment that vests on a date as of which the Partnership has not filed all required reports under Section 13 of the Exchange Act other than Form 8-K reports during the preceding 12 months, the Participant may authorize the Company to withhold Units having a Fair Market Value (as defined in the Plan) as of the date on which such tax withholding obligations are payable by the Participant equal to the amount of such obligations.

assistant: Tax 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled , and information reasonably sufficient to permit the company to locate the material ;

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: Mortgagee or its representatives shall have the right to examine and make copies of all books and records and all supporting vouchers and data related to the Secured Property. Such examination may occur at the Secured Property or at Mortgagor’s principal place of business and shall be at Mortgagor’s sole cost and expense.

assistant: Records
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: permitting us to infer a plausible connection among the private party defendants and a governmental agency or official such that them private actions would constitute “state action.” See Lugar v. Edmondson Oil Co., 457 U.S. 922, 939, 102 S.Ct. 2744, 73 L.Ed.2d 482 (1982); Groman v. Twp. of Manalapan, 47 F.3d 628, 638 (3d Cir.1995) (“A private action is not converted into one under color of state law merely by some tenuous connection to state action”). In addition, the single-sentence conclusory allegations of a conspiracy contained in the Amended Complaint are insufficient to allege a plausible conspiracy among the defendants to deprive the Plaintiffs of their constitutional rights under § 1983. See Iqbal, 129 S.Ct. at 1949; see also Kost v. Kozakiewicz, 1 F.3d 176, 185 (3d Cir.1993) (<HOLDING>). We agree with the District Court’s conclusion Options: A. holding that massachusetts statute did not create a sufficiently close nexus between private hospital and the state to warrant labeling private actors state actors B. holding private actors are not acting under the color of state law for the purposes of section 1983 liability C. holding that a state agency created under state law was a state actor D. holding that establishing the existence of an understanding among private parties and state actors for 1983 conspiracy purposes is really nothing more than another way to show state action by alleging a private partys connection to a state actor E. holding that a private actors conduct was not state action just because the government failed to supervise that partys conduct

assistant: The best answer is D. holding that establishing the existence of an understanding among private parties and state actors for 1983 conspiracy purposes is really nothing more than another way to show state action by alleging a private partys connection to a state actor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: In implementation of the foregoing, ANUBIS shall not disclose any of the Confidential Information to any person except those for whom disclosure is necessary for the effective performance of their responsibilities as employees of agents of ANUBIS, and, in each case, only to the extent required for such effective performance of responsibilities. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose.

assistant: No
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: challenged on appeal by the State. Upon entering the room, the officer saw the drugs on the table. Only after Bridges placed appellant under arrest did appellant pick up the two baggies of cocaine and throw them out of the room. Under these facts, Hodari and Perez have no application. All the contraband discovered by the officer was the direct fruit of the initial illegal entry. That Dempsey then picked up the drugs and attempted to throw them out of the room did not amount to an abandonment and most certainly did not turn back time to a point before the Fourth Amendment violation. Because the cocaine was the fruit of the Fourth Amendment violation, the trial judge should have granted the suppression motion in its entirety. See Robinson v. State, 615 So.2d 201, 203 (Fla. 3d DCA 1993) (<HOLDING>); see also U.S. v. Simpson, 944 F.Supp. 1396, Options: A. holding that defendants voluntary consent to search his apartment dissipated taint of prior illegal search B. holding that cocaine trafficking was not a forcible felony so as to preclude the defense of selfdefense when the killing occurred during an attempt to traffic in cocaine C. holding that no search occurred when police officers entered an open business D. holding that observations made a during prior illegal search should not have been included in the affidavit for the search warrant E. holding that where the defendant dropped cocaine during the course of an illegal police search no voluntary abandonment occurred

assistant: The best answer is E. holding that where the defendant dropped cocaine during the course of an illegal police search no voluntary abandonment occurred
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: efforts to reunite those children with the father and R.F., and that their dependency cases would remain open and subject to review in three months. The December 17, 2008, judgment, which was expressly intended to incorporate the agreement of the parties, clearly does not indicate in any manner that the award of custody to L.M.D. and J.E.D. was intended only for temporary protective purposes while the father underwent rehabilitation or DHR used reasonable efforts to reunite the child with the father. On its face, the judgment terminates the dependency action by awarding unconditional legal and physical custody of the child to L.M.D. and J.E.D., closing the case, and relieving DHR of any further supervision over the matter. See GM. v. T.W., 75 So.3d 1181, 1184 (Ala.Civ.App. 2011) (<HOLDING>). If the father believed that the December 17, Options: A. holding that probation department employees are not county employees B. recognizing that the plaintiff has the right to file suit in any permissible county C. holding that attorneyclient privilege could apply to communications of legal advice between nonlawyer members of management and human resources department if the communication was made in confidence for the primary purpose of obtaining legal advice D. holding that judgment that indicated file closed and that relieved county department of human resources of supervision terminated dependency proceeding E. holding that county and district attorneys are officers within the judicial department

assistant: The best answer is D. holding that judgment that indicated file closed and that relieved county department of human resources of supervision terminated dependency proceeding
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During and after the Term, Consultant agrees to reasonably cooperate with the Company to (i) apply for, obtain, perfect and transfer to the Company all Work Product as well as all Intellectual Property Rights in the Work Product in any jurisdiction in the world, and (ii) maintain, protect and enforce the same, including, without limitation, executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as may be requested by the Company. Consultant hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on Consultant’s behalf in Consultant’s name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the fullest extent permitted by law, if Consultant does not promptly cooperate with the Company’s request (without limiting the rights the Company may have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by Consultant’s subsequent incapacity.

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 of the Borrowers owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the “ Intellectual Property ”), except for such Intellectual Property as to which the failure to own or license could not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property, nor does such Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Borrowers and their Subsidiaries does not infringe the rights of any Person, except for such claims and infringements that, in the aggregate, do not have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: any fifth amendment claim resulting from an attempt to use that confession accrued as early as January 2000.”). Hobbs acknowledges this authority but argues that the continuing violation doctrine applies to his claim. “The continuing violation doctrine allows a plaintiff to get relief for a time-barred act by linking it with an act that is within the limitations period. For purposes of the limitations period, courts treat such a combination as one continuous act that ends within the limitations period.” Selan v. Kiley, 969 F.2d 560, 564 (7th Cir.1992). A violation is considered “continuing” if “it would be unreasonable to require or even permit [a plaintiff] to sue separately over every incident of the defendant’s unlawful conduct.” Heard v. Sheahan, 253 F.3d 316, 319 (7th Cir.2001) (<HOLDING>). Hobbs argues that his coerced confession was Options: A. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation B. holding that charging fees for medical services did not violate the eighth amendment where prisoner did not allege denial of medical care C. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs D. holding that an eighth amendment deliberate indifference claim accrued not when the prisoner was denied medical care but when he was released from jail finding that the injuries about which the plaintiff is complaining are the consequence of a numerous and continuous series of events E. holding that in a prisoners eighth amendment claim of deliberate indifference to a serious medical need expert testimony is necessary when the seriousness of injury or illness would not be apparent to a lay person

assistant: The best answer is D. holding that an eighth amendment deliberate indifference claim accrued not when the prisoner was denied medical care but when he was released from jail finding that the injuries about which the plaintiff is complaining are the consequence of a numerous and continuous series of events