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: Except as set for in Schedule 7 attached hereto and made a part hereof, Schedule 7 of the Prior Perfection Certificate sets forth all the patents, patent rights, patent applications, copyrights and copyright applications, trademarks, trademark rights, patent licenses, copyright licenses and trademark licenses now owned or used by any Credit Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given either (i) when personally delivered or sent by facsimile or (ii) five (5) days after being mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of a Participant, mailed notices shall be addressed to him or her at the home address or facsimile number which he or she most recently communicated to Employer in writing. In the case of Employer, mailed notices or notices sent by facsimile shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its General Counsel or Chief Financial Officer.

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: To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Buyers or the Collateral Agent exhaust any right or take any action against any Transaction Party or any other Person or any Collateral (as defined in the Security Agreement). Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. The Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Change in Control occurs and Employee is a participant in the Executive Severance Plan, then the terms of Section 3 of such plan are hereby incorporated by reference into this Agreement. If Employee is not a participant in the Executive Severance Plan and his/her employment with the Company is terminated during the twenty-four month period immediately following the date the Change in Control occurs due to an Involuntary Termination, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective as of the date of Employee’s “separation from service” (as defined under the Section 409A) and Employee’s RSUs shall be settled in the manner provided under Section 3(d) below.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party shall keep the existence and terms of this Agreement, as well as any information of the other Party made available under this Agreement, strictly confidential; provided , however , that this provision shall not apply to: (a) any disclosure to the Parties’ counsels and other professional advisors; (b) any disclosure in the event of legal proceedings initiated among the Parties; (c) any disclosure to the directors, officers or employees of the concerned Party or its Affiliate on a need-to-know basis; (d) any disclosure required by Applicable Law, by any relevant regulatory authority (including in any Tax Returns) or by the rules of any recognized stock exchange; (e) any disclosure of information where such information has entered the public domain or been received by the concerned Party otherwise than through breach of this Agreement; and (f) any disclosure reasonably required to be made in order to enforce any provision of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: does not allege that his injuries were the result of a discriminatory policy, see id. 70 . O'Rourke, 235 F.3d at 731 ("This court has identified several criteria in determining the sufficiency of a serial continuing violation claim, which we summarize here: (1) is the subject matter of the discriminatory acts sufficiently similar that there is a substantial relationship between the otherwise untimely acts and the timely acts? (2) are the acts isolated and discrete or do they occur with frequency or repetitively or continuously? (3) are the acts of sufficient permanence that they should trigger an awareness of the need to assert one's rights?”) (internal quotation marks omitted). See also Sabree v. United Broth. of Carpenters and Joiners Local No. 33, 921 F.2d 396, 402 (1st Cir.1990) (<HOLDING>). 71 . See National R.R. Passenger Corp. v. Options: A. holding that the most important factor in the preservation hierarchy is whether the relevant issue was raised in the trial court and the least important factor is whether the appellant alerted the trial court to the specific argument raised on appeal B. recognizing that the third factor permanence is the most important C. recognizing temporal proximity as important factor D. recognizing that the supreme court has referred to the policy of avoiding piecemeal litigation as by far the most important colorado river factor E. recognizing that the most important factor in determining whether a governmental entity is entitled to eleventh amendment immunity is whether a judgment against it would be paid from the state treasury

assistant: The best answer is B. recognizing that the third factor permanence is the most important
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 the Grantee incurs a Separation from Service during the Third Year due to the Grantee’s death, the Grantee shall become vested, on the date of Separation from Service, in the number of Performance Shares tentatively earned under Section 3(a) above; provided, however, that the Second Year Ending Stock Price Average shall be used in place of the Third Year Ending Stock Price Average.

assistant: Death
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 provided in Section 8(e), this Agreement constitutes the entire agreement among the parties with respect to its subject matters and supersedes any and all prior or contemporaneous oral and written agreements and understandings with respect to such subject matters, including without limit all prior agreements relating to employment, severance, or change in control; provided, however , that this Agreement shall not adversely affect the Executive’s rights under the terms of any option on stock of the Company or any other award based on the stock of the Company.

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: If an Account of any Borrower includes a charge for any Taxes, the DIP Lender is authorized, in its discretion after the occurrence of an Event of Default and during the continuation thereof, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided , however , that the DIP Lender shall not be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

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: Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“ Related Proceedings ”) may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case sitting in the borough of Manhattan, the city of New York (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “ Related Judgment ”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each party not located in the United States shall, prior to the Closing Date, irrevocably appoint C T Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have been a finding that his conduct was the sole cause of the accident, as there was evidence that both the defendant and the other driver operated their vehicles in a manner which contributed to the fatal accident, but could have been an exercise of the jury’s power to pardon the defendant regarding that death. Id. Here, unlike Naumowicz, we are not presented with a situation where the jury, addressing two separate offenses, reached verdicts that are factually inconsistent. Instead, we are presented with a situation where finding Appellant guilty of aggravated assault with a deadly weapon cannot be reconciled with a specific finding that he did not possess a firearm, the only weapon alleged to be involved in the assault. See also Cunningham v. State, 647 So.2d 164 (Fla. 1st DCA 1994) (<HOLDING>). Accordingly, we reverse the trial court’s Options: A. holding that prior convictions for possession of cocaine and marijuana are admissible to impeach defendant B. holding that the arresting officer lacked probable cause to arrest defendant a rear seat passenger of a car for possession of marijuana based on the discovery of two marijuana seeds in the front of the vehicle C. holding that possession of marijuana is not protected by the free exercise clause of the first amendment D. holding that jurys failure to find the defendant guilty of possession of marijuana could not be reconciled with a verdict of guilty of possession of marijuana with intent to purchase E. holding that a defendants conviction for two possession of marijuana counts could not be supported by his possession of two marijuana cigarettes dropped from his hand and again for his possession of several packets of marijuana found in a nearby jacket during the same search

assistant: The best answer is D. holding that jurys failure to find the defendant guilty of possession of marijuana could not be reconciled with a verdict of guilty of possession of marijuana with intent to purchase
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 and other communications provided for hereunder shall be in writing and shall be mailed (by overnight mail or by certified mail, postage prepaid and return receipt requested), telecopied, sent via electronic mail, sent via overnight courier or delivered, if to any Guarantor, to the address for such Guarantor set forth on the signature page hereto, or if to any Buyer, to it at its respective address set forth in the Securities Purchase Agreement; or as to any Person at such other address as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this Section 8 . All such notices and other communications shall be effective (i) if mailed (by certified mail, postage prepaid and return receipt requested), when received or three Business Days after deposited in the mails, whichever occurs first; (ii) if telecopied, when transmitted and confirmation is received, provided it is transmitted during regular business hours on a Business Day and, if not, on the next Business Day; (iii) if sent via electronic mail, when transmitted (provided that such sent electronic mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not immediately receive an automatically generated message from the recipient’s electronic mail server that such electronic mail could not be delivered to such recipient), (d) if sent via overnight courier service, one Business Day after deposit with an overnight courier service, or (iii) if delivered by hand, upon delivery, provided it is delivered during regular business hours on a Business Day and, if not, on the next Business Day.

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: Fiserv may assign, transfer, pledge or otherwise dispose of this Agreement or any part thereof or interest therein to any third party; provided that such third party is fully capable of performing all of Fiserv’s obligations and satisfying all of Fiserv’s liabilities under this Agreement and, provided further, that Fiserv may not under any circumstance assign, transfer, pledge or otherwise dispose of this Agreement or any part thereof or interest therein to Fidelity Information Services, LLC or any of its Affiliates. Neither this Agreement nor any part thereof or interest therein may be sold, assigned, transferred, pledged, or otherwise disposed of by Client by operation of law or otherwise without Fiserv’s prior written consent; provided such consent is shall not be unreasonably withheld; further provided, however, Client may assign this Agreement to an Affiliate without Fiserv’s consent.

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: “neither minor nor ministerial matters,” Walling, 327 U.S. at 217 n.57, 66 S.Ct. 494, “[i]f an agency’s subpoena satisfies these requirements, [a court] must enforce it,” Thornton, 41 F.3d at 1544. To the extent the Fourth Amendment is implicated by the use of an administrative subpoena, satisfaction of these requirements also satisfies that amendment. See Walling, 327 U.S. at 208, 66 S.Ct. 494 (“[T]he Fourth [Amendment], if applicable, at the most guards against abuse only by way of too much indefiniteness or breadth in the things required to be ‘particularly described,’ if also the inquiry is one the demanding agency is authorized by law to make and the materials specified are relevant.”); see also City of Los Angeles v. Patel, — U.S. —, 135 S.Ct. 2443, 2453, 192 L.Ed.2d 435 (2015) (<HOLDING>). Ordinarily, “an investigation terminates once Options: A. holding that mere insertion of key was not a search or at least not an unreasonable search protected by the fourth amendment B. holding that 1983 claims may be joined with an administrative review C. holding for an administrative search to be constitutional under the fourth amendment the subject of the search must be afforded an opportunity to obtain precompliance review before a neutral decisionmaker which requirement would be satisfied by an administrative subpoena D. holding that the fourth amendment requires that a defendant be allowed an opportunity to challenge the veracity of an affidavit supporting a search warrant E. 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

assistant: The best answer is C. holding for an administrative search to be constitutional under the fourth amendment the subject of the search must be afforded an opportunity to obtain precompliance review before a neutral decisionmaker which requirement would be satisfied by an administrative subpoena
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: Company shall use the net proceeds from the sale of the Securities to the Original Purchaser hereunder solely (a) to pay the out-of-pocket fees, costs and expenses of Company in connection with the issuance of the Securities (including the reasonable fees and expenses of Company’s advisers, counsel, accountants and other experts, if any), and all other reasonable expenses incurred by Company incident to the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Transaction Documents and the completion of due diligence (including, without limitation, fees and expenses associated with the filing of any ownership or other reports necessary under applicable securities laws or associated with any amendment to, waiver of or enforcement of the Transaction Documents) and any all stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to Original Purchaser, (b) to pay the fees and expenses of Original Purchaser and Agent required to be paid by Company pursuant to Section 5.2 hereof and (c) to finance the Australian Subsidiary’s shooting of a seismic survey with respect to the PEL 512 Area and interpretation of such seismic survey and Company’s costs and expenses incurred in connection therewith and for such other uses as are approved by Original Purchaser in its sole discretion, and shall not, for the avoidance of doubt use such proceeds for the satisfaction of any portion of Company’s debt or for the redemption of any Common Stock or Common Stock Equivalents unless such use is approved by Original Purchaser in its sole discretion or for (a) for the settlement of any outstanding litigation, (b) in violation of Sanctions, FCPA or OFAC regulations or (c) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as a Purchaser or otherwise) of Sanctions.

assistant: Use Of Proceeds
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 2007 Amendment to the FRSA to this case. The amendment, however, is not applicable to this case. The amendment concerns preemption of state causes of actions. As discussed above, this case involves the possible conflict of two federal statutes. The court agrees with the reasoning of the courts that have found that the issue of walkways is not covered by the regulation concerning ballast. It is obvious when reading the regulation that it “is concerned with the track and its immediately adjoining area and not with railroad yards. The obvious concern, moreover, is with the safety of the train, the prevention of derailments, and not the quality of the work place provided for . employees.” CSX Transp., Inc. v. Miller, 159 Md.App. 123, 858 A.2d 1025, 1050 (Md.Ct.Spec.App.2004) (<HOLDING>). Plaintiffs FELA claim concerns defendant’s Options: A. holding that the challenge to a university regulation was moot because the regulation had been substantially amended B. holding the frsa preemption exception did not cover regulation by municipal ordinance C. holding that pma process is not specific regulation because the requirements are not contained in formal regulation D. holding that frsa and regulation did not preclude plaintiffs fela ballast claims E. holding that municipal ordinance was preempted by frsa and void under supremacy clause

assistant: The best answer is D. holding that frsa and regulation did not preclude plaintiffs fela ballast claims
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 obligations of Lessor and Lessee that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. Lessor and Lessee further expressly agree that all provisions of this Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Lease.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that each of the provisions included in this Agreement is separate , distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision will not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy , the provision will be redrawn to make the provision consistent with and valid and enforceable under the law or public policy.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court should not have treated all of Target Oil’s investor funds obtained during the conspiracy as “proceeds” because the government needed to prove that the overt acts of fraud directly generated the funds Vernon claimed. But the statutory language — defining proceeds to include property obtained “directly or indirectly” from the crime — and our criminal forfeiture cases endorse no such stringent standard. For instance, in Michael and Christopher’s appeal, we held that the investor money that funded the purchase of the cashier’s checks constituted forfeitable proceeds because “the transactions ‘all resulted directly or indirectly from a conspiracy to commit fraud.’ ” Smith, 749 F.3d at 488-89 (citation omitted); see also United States v. Warshak, 631 F.3d 266, 332 (6th Cir.2010) (<HOLDING>). Notably, Smith did not require evidence Options: A. holding that the entirety of litigation settlement proceeds was taxable income to client not net after payment of attorney fees B. holding that because proceeds of a letter of credit were not secured by estate collateral the proceeds were not property of the estate C. holding entirety of the businesss revenue constituted forfeitable proceeds that resulted whether directly or indirectly from the conspiracy D. holding that regardless of whether the property was held as tenants in common or by the entirety the husband was entitled to hold property as a homestead E. holding that repeated appropriations of the proceeds of certain fees constituted a ratification of agency policy

assistant: The best answer is C. holding entirety of the businesss revenue constituted forfeitable proceeds that resulted whether directly or indirectly from the conspiracy
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, including the Services Exhibit, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. This Agreement shall be construed in pari materia with the Asset Purchase Agreement, provided that this Agreement provides the exclusive statement of the Parties’ respective rights and obligations with respect to the Services, and, to the extent that there is a conflict between the provisions of this Agreement and the provisions of the Asset Purchase Agreement as it relates to the Services hereunder, the provisions of this Agreement shall control. Notwithstanding any other provisions of this Agreement to the contrary, nothing contained in this Agreement shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including warranties, covenants, agreements, conditions, representations or, in general, any of the rights and remedies, or any of the obligations and indemnifications of Provider and the Recipient set forth in the Asset Purchase 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 case excerpt and choose the best holding from the options. Case excerpt: of NASD members ... To compel arbitration as ‘customers,’ the Defendants must establish that they were ICC customers at the time of the transactions giving rise to their arbitration claims ... Because they did not have ICC accounts or other evidence of a traditional customer relationship with ICC, the Defendants must show that they established an informal business relationship with ICC ... or at least attempted to do so ... Id. at 1308 (internal citations and quotations omitted). Based on this reasoning, Judge Presnell ordered a jury trial on the issue of the Defendants customer status. See id. at 1309. This Court’s research reflects that at least one other district court has adopted Judge Presnell’s reasoning. See Mony Sec. Corp. v. Vasquez, 238 F.Supp.2d 1304, 1306-08 (M.D.Fla.2002) (<HOLDING>). In her June 6, 2003 R & R submitted to this Options: A. holding that customers of registered representative were customers of memberfirm B. holding that customers who were not parties to the nonsolicitation agreement should be free to maintain their relationship with departing account representatives because restricting customer choice would not serve the public interest C. holding as a general rule that a bank and its customers do not have a special or confidential relationship D. holding that investors who were customers of an associated person were not customers of a nasd member without evidence of a firsthand customer relationship E. holding that plaintiffs who are customers of a registered representative of a nasd member firm are customers of the nasd member firm for purposes of compelling arbitration

assistant: The best answer is D. holding that investors who were customers of an associated person were not customers of a nasd member without evidence of a firsthand customer relationship
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: Anthony Moore, a prisoner convicted in state court but housed in federal prison, appeals from the district court’s judgment dismissing' his pro se petition for a writ of habeas corpus under 28 U.S.C. § 2241. The district court erred in holding that it lacked jurisdiction on the basis that Moore could not properly challenge the conditions of his confinement through a habeas petition. Under Hernandez v. Campbell, 204 F.3d 861, 864 (9th Cir. 2000), the 42 (9th Cir. 2016) (<HOLDING>). VACATED and REMANDED. ** This disposition is Options: A. holding that 18 usc 1919 did not implicitly repeal 18 usc 1001 B. holding that the relating to parenthetical in 18 usc 1961 was merely to aid identification of 18 usc 2314 rather than to limit its application C. holding that a district court is not authorized to sentence a defendant below the statutory minimum unless the government filed a substantial assistance motion pursuant to 18 usc 3553e and ussg 5k11 or the defendant falls within the safetyvalve of 18 usc 3553f D. holding for the purposes of 18 usc 924e that being a felon in possession of a firearm is not a violent felony as defined in 18 usc 924e2b E. holding that 18 usc 3625 does not preclude claims that the bop acted contrary to established federal law violated the constitution or exceeded its statutory authority when it acted pursuant to 18 usc 3621

assistant: The best answer is E. holding that 18 usc 3625 does not preclude claims that the bop acted contrary to established federal law violated the constitution or exceeded its statutory authority when it acted pursuant to 18 usc 3621
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, this Agreement (including the Exhibits and Schedules) may not be modified, amended, or supplemented without the prior written consent of the Ultra Entities and the Required Consenting Parties; provided , that any modification of, amendment or supplement to, any exhibit hereto that materially and adversely affects any Plan Support Party shall require the prior written consent of each Plan Support Party so affected (it being understood that any materially adverse change in the economic treatment provided to any holder of HoldCo Notes or HoldCo Equity Interests under the Plan Term Sheet, including any change to the “Equity splits” set forth in the Plan Term Sheet, shall constitute a material adverse change for purposes of this section); provided , further , that the prior written consent of all Parties shall be required to modify, amend or supplement (a) any of Sections 1 , 7 , 8 , 9 , or 25 hereof or (b) the definition of “Majority Consenting HoldCo Noteholders,” “Majority Consenting HoldCo Equityholders,” or “Required Consenting Parties” herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that provided the employer with a unilateral right to modify the terms at any time without notice). There is nothing about the substance or the procedure of the Policy signed in 2004 that renders it unconscionable and therefore unenforceable. The plaintiff accepted his employment at OBS with the full knowledge of the arbitration provision and he is bound by his acceptance. Moreover, the plaintiff is also bound to arbitrate by the- Revised Policy included in the Employee Handbook. Under New York law,- employee handbook revisions are binding when an employee continues to work after receiving notice of the revisions. See Brown v. St. Paul Travelers Co., 331 Fed.Appx. 68, 69-70 (2d Cir.2009) (Summary Order); Manigault v. Macy’s East, LLC., 318 Fed.Appx. 6, 7 (2d Cir.2009) (Summary Order) (<HOLDING>); Dixon v. NBCUniversal Media, LLC, No. 12 Civ. Options: A. holding that it was not a violation of public policy for the defendant to discharge the plaintiff an atwill employee because she was a single mother unwilling to work newly imposed long hours B. holding offer of continued atwill employment did not constitute consideration for the arbitration agreement C. holding that an employee could not be bound to an arbitration agreement that had been mailed to him by his employer acceptance of which was indicated by employees continued tenure with the company where there was no evidence in the record that the employee had received read or understood the document D. holding that employee consented to and was bound by revised terms of employment including a newly instituted arbitration policy when she continued to work after receiving notice of the modification E. holding that a plaintiff can show that she is qualified by presenting credible evidence that she continued to possess the objective qualifications she held when she was hired

assistant: The best answer is D. holding that employee consented to and was bound by revised terms of employment including a newly instituted arbitration policy when she continued to work after receiving notice of the modification
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, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “ Notice ”) shall be in writing and addressed to the parties at the addresses set forth above (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: returns “confidential” when it amended section 6103 of the Internal Revenue Code (“IRC”) as part of the Tax Reform Act of 1976 (“1976 Act”). See 26 U.S.C. 6103(a). The private nature of tax returns was recognized even before the 1976 Act, however, and was developed largely by district courts in this Circuit. In fact, this court was one of the first courts in the nation to address this issue. In Connecticut Importing Co. v. Continental Distilling Corp., 1 F.R.D. 190, 192 (D.Conn.1940), the court held that nothing in § 6103 or the regulations precluded a court of competent jurisdiction from requiring a disclosure of a tax return by the taxpayer in connection with civil litigation to which the taxpayer is a party. But see O’Connell v. Olsen & Ugelstadt, 10 F.R.D. 142, 142 (N.D.Ohio 1949) (<HOLDING>). Most courts agreed with the Connecticut Options: A. holding that the state is immune from punitive awards B. recognizing that the municipal function test is used to determine both whether municipalities are immune from suit and immune from running of statutes of limitations C. holding that state of nevada was immune from rico suit absent a waiver of its sovereign immunity D. holding that absent word from congress or the treasury returns were immune from discovery E. holding that state of minnesota was immune from rico suit absent a waiver of its sovereign immunity

assistant: The best answer is D. holding that absent word from congress or the treasury returns were immune from discovery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 362 U.S. 308 80 S.Ct. 757 4 L.Ed.2d 733 Raymond E. TILGHMANv.CULVER, State Prison Custodian. No. 135, Misc. Supreme Court of the United States March 28, 1960 Raymond E. Tilghman, pro se. Messrs. Richard W. Ervin, Atty. Gen. of Florida, and Reeves Bowen, Asst. Atty. Gen., for respondent. On motion for leave to file petition for writ of habeas corpus. PER CURIAM. 1 The motion for leave to proceed in forma pauperis is granted. The motion for leave to file a petition for writ of habeas corpus is denied. Treating the papers submitted as a petition for writ of certiorari, certiorari is granted. In view of the representations of the Attorney General of Florida that the cause has become moot, the judgment of the Supreme Court of Florida is vacated and the cause is remanded for such further proceedings as that Court may deem appropriate. See N. A. A. C. P. v. Committee on Offenses Against Administration of Justice, 358 U.S. 40, 79 S.Ct. 24, 3 L.Ed.2d 46.

assistant: 9
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 measured, in part, by the amount of benefits that would have been due under the plan was found to be an “incidental” relation not requiring preemption. Id. at 247. The Ninth Circuit reached a similar conclusion in The Meadows v. Employers Health Insurance, 47 F.3d 1006, 1009 (9th Cir.1995). In that case, the court held that the state law claims of the plaintiff, a third party provider, did not “relate to” ERISA because neither the provider nor the plan participants had any ties to the ERISA plan at the time the alleged misrepresentation occurred. Id. (explaining that the plan participant had terminated his relationship with his employer prior to the misrepresentation). See also Transitional Hosps. Corp. v. Blue Cross & Blue Shield of Tex., Inc., 164 F.3d 952, 954 (5th Cir.1999) (<HOLDING>); In Home Health, Inc. v. Prudential Ins. Co. Options: A. holding that a negligent misrepresentation claim brought by an independent third party health care provider was not preempted by erisa B. holding misrepresentation claim to be preempted C. holding negligent misrepresentation sufficient D. holding that a provider of software and hardware was not an information provider and thus could not be charged with negligent misrepresentation E. holding that a thirdparty providers claim against insurer for promissory estoppel was not preempted by erisa because the thirdparty provider was not bound by the terms of the erisa plan

assistant: The best answer is A. holding that a negligent misrepresentation claim brought by an independent third party health care provider was not preempted by erisa
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: make the actual promotion decision. The trial court specifically found that “plaintiff has failed to allege direct personal involvement—or establish direct personal involvement on the part of Mr. Lysinger.” IX R. at 2043. Based on this finding, the court granted judgment as a matter of law to Mr. Lysinger on plaintiffs § 1981 failure to promote claim. The issue of Sprint’s liability under Title VII is coextensive with Mr. Crowder’s liability under § 1981. First, there is nothing to distinguish the Title VII and the § 1981 claims; they are based on the same facts. “‘The elements of each cause of action have been construed as identical, and a jury verdict on the issue of liability ... under § 1981 is normally conclusive on the issue of liability in a parallel action under Ti t Cir.1989) (<HOLDING>). Ms. Heno argues that there are several ways Options: A. holding that there was no basis for liability of government agency once individual decision maker was released by jury verdict B. holding no individual liability under the adea C. holding that there is no individual liability under title vii D. holding that note marked in rem gave maker no liability at all beyond property itself and that creditor was unable to maintain any action against maker to reach any of makers other assets E. holding that there is no individual liability under law 44

assistant: The best answer is A. holding that there was no basis for liability of government agency once individual decision maker was released by jury verdict
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt, (b) if sent by nationally recognized overnight air courier, one (1) Business Day after mailing, (c) if sent by email or facsimile transmission, with a copy mailed on the same day in the manner provided in clauses (a) or (b) of this Section 5.6 when transmitted and receipt is confirmed, or (d) if otherwise actually personally delivered, when delivered. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

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: Except as set forth in this Section 19 , the rights and benefits hereunder shall not be assignable or transferable, and any purported transfer, sale, assignment, pledge or other encumbrance or disposition or attachment of any payments or benefits hereunder other than by operation of law, shall not be permitted or recognized. Oaktree may assign this Agreement to any of its affiliates as Oaktree may deem desirable in which case you shall become an employee of that affiliate, rather than Oaktree, on the same terms and conditions set forth herein; provided that no such assignment shall materially affect the benefits to you or Oaktree of this Agreement. You agree to take any such actions and to execute any such documents as Oaktree may reasonably request in order to further implement and evidence any such assignment. You may, with the consent of Oaktree, designate in writing, on forms prescribed by and filed with Oaktree, one or more beneficiaries to receive any payments payable after your death and may at any time amend or revoke any such designation; provided that if you designate a person other than your spouse as a beneficiary, your spouse must sign a statement specifically approving such designation. Any payments to which you would be entitled by virtue of this Agreement while alive shall be paid, following your death, to the designated beneficiary. If no beneficiary designation is in effect at the time of death, or in the absence of a spouse’s approval as herein above provided, payments to which you are entitled hereunder shall be made to your personal representative.

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: of the Bakers’ forestry practices was legally impermissible, defendants abandoned their effort to obtain an EIR or any further review. Given this evidence and Natural Heritage’s role as an advocacy organization, there is no evidence that defendants’ concern for the vitality of the heronry was a pretext. As compared to plaintiff’s contentions — that defendants were motivated by Mr. Baker’s dated and somewhat elusive opposition to unrealized legislation and by Mr. Baker’s suit against Dr. Parsons, threatened after defendants had already expressed opposition to the proposed pier — defendants’ explanation “seems both the most logical inference and one that is wholly consistent with the alleged [delays and] irregularities” in defendants’ review process. Custodio, 964 F.2d at 39, 43 (<HOLDING>); see also Cloutier, 714 F.2d at 1192 (“It is Options: A. recognizing first amendment retaliation right B. holding plaintiff did not exhaust his retaliation claim where his eeoc charge made no mention of retaliation C. holding that plaintiff had stated a claim for violation of his first amendment right to intimate association where he alleged that his employer harassed him in retaliation for his fathers political activities D. holding that although plaintiffs claims for disability discrimination and hostile work environment were rejected by the jury and plaintiff only prevailed on his first amendment retaliation claim no reduction in requested fees was warranted on partial success grounds because the issue of plaintiffs transfer was inextricably intertwined with his retaliation claim E. holding that the plaintiffs first amendment retaliation claim regarding a waste disposal permit failfed for lack of evidence that whatever shortcomings and irregularities occurred were in retaliation for his personal political views

assistant: The best answer is E. holding that the plaintiffs first amendment retaliation claim regarding a waste disposal permit failfed for lack of evidence that whatever shortcomings and irregularities occurred were in retaliation for his personal political views
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 (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral, including, without limitation, the employment agreement between the parties dated November 1, 2011. However, this Agreement does not nullify or otherwise affect any prior equity awards granted to Executive. This Agreement shall not be subject to modification or amendment by any oral representation, or any written statement by either party, except for a dated writing signed by Executive and the Company.

assistant: Amendments