flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties shall cooperate fully with each other in connection with any acts or actions required to be taken as part of their respective obligations under this Agreement. Purchaser and Seller agree to use all reasonable efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. Each of Seller and Purchaser will execute, acknowledge and deliver such instruments and take such other actions as the other party may reasonably require in order to carry out the intent of this Agreement. Seller shall duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer as shall at any time be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets being sold hereunder, free and clear of all Encumbrances. For a reasonable period of time after the Closing Date, each party will promptly deliver to the other all mail and other communications which are properly addressable or deliverable to the other as a consequence of the transactions pursuant to this Agreement; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Liabilities or the Assets to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing.

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: Except as set forth on Schedule 3.1(g) , the capitalization of the Company immediately prior to each Closing is as set forth in the SEC Reports. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.

assistant: Capitalization
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 to the Company provided for in this Agreement shall be addressed to the Company in care of the General Counsel at the principal office of the Company, and any notice to the Participant shall be addressed to such Participant at the current address shown in the records of the Employer, or to such other address as the Participant may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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: conspiracy to distribute cocaine as well as his sentence, which included a 130-month term of imprisonment. We assume the parties’ familiarity with the facts, proceedings below, and specification of appellate issues. We hold as follows. Berroa-Nunez’s challenge to his guilty plea as neither knowing nor volun tary fails because the district court took great care to assure that Berroa-Nunez understood he had a maximum sentencing exposure of forty years and that any Guidelines range estimate his attorney may have given him could be mistaken, thus satisfying its obligations under Federal Rule of Criminal Procedure 11(b)(1)(H). Berroa-Nunez, therefore, cannot demonstrate plain error or even error. See United States v. Dominguez Benitez, 542 U.S. 74, 80, 124 S.Ct. 2333, 159 L.Ed.2d 157 (2004) (<HOLDING>). The district court was allowed to consider Options: A. holding that when a district court fails to provide reasons for imposing special conditions and the defendant fails to object we review for plain error B. holding that where a defendant fails to challenge his plea in district court he must establish plain error C. holding that plain error review applies when a party fails to raise a claim before the district court D. holding that a defendant who fails to object to an error at a plea colloquy hearing must satisfy the plain error rule E. holding that a defendant who fails to object to trial error forfeits his right to appellate review unless he can establish fundamental error

assistant: The best answer is B. holding that where a defendant fails to challenge his plea in district court he must establish plain error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be void or unenforceable, in whole or in part, (a) such holding shall not affect the validity and enforceability of the remainder of this Agreement, including any other provision, paragraph or subparagraph, and (b) the Parties agree to attempt in good faith to reform such void or unenforceable provision to the extent necessary to render such provision enforceable and to carry out its original intent.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: neither you , deliveroo nor the partner restaurant shall be responsible to the others for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control including , without limitation , any of the following : act of god , governmental act , war , fire , flood , explosion or civil commotion .

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: Tenant represents and warrants to Landlord that other than Cresa of Salt Lake City (“ Tenant’s Broker ”), it has not engaged any broker, finder or other person who would be entitled to any commission or fees in respect of the negotiation, execution or delivery of this Amendment and shall indemnify, defend and hold harmless Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any such broker, finder or other person (other than Tenant’s Broker) on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant. The provisions of this section shall not apply to brokers with whom Landlord has an express written broker agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: L.Ed.2d 403 (1987); United States v. Overmyer, 899 F.2d 457, 465 (6th Cir.1990), cert. denied, 498 U.S. 939, 111 S.Ct. 344, 112 L.Ed.2d 308 (1990). In denying Lee’s Motion to Dismiss, the district court relied on United States v. Swift, 809 F.2d 320 (6th Cir.1987), and United States v. Sarihifard, 155 F.3d 301 (4th Cir.1998). In Sivift, this court held that a false statement’s failure to lead the tribunal astray is irrelevant for 18 U.S.C. § 1623 analysis. 809 F.2d at 324. The court stated that “a false declaration satisfies the materiality requirement if a truthful statement might have assisted or influenced the grand jury in its investigation.” Id. (citing United States v. Richardson, 596 F.2d 157, 165 (6th Cir.1979)); see also United States v. Lutz, 154 F.3d 581, 588 (6th Cir.1998) (<HOLDING>); United States v. DeZarn, 157 F.3d 1042, 1049 Options: A. holding that allegations of influence by an unnamed person outside the jury required the holding of an evidentiary hearing to determine extrinsic influence B. holding that equally consistent circumstances of influence cannot be considered as evidence of undue influence C. holding that materiality does not require a showing that the creditors were prejudiced by the false statement D. holding that a statement is material if it has the natural tendency to influence or is capable of influencing a decision making process showing of actual influence unnecessary to prove materiality E. holding that the standard for determining whether false statement is material under 19 usc 1592a is whether statement has a natural tendency to influence or was capa ble of influencing the decision of the tribunal in making a determination required to be made

assistant: The best answer is D. holding that a statement is material if it has the natural tendency to influence or is capable of influencing a decision making process showing of actual influence unnecessary to prove materiality
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: absent the [erroneously admitted evidence,] is it clear beyond a reasonable doubt that the jury would have returned a verdict of guilty?” 461 U.S. at 510-11, 103 S.Ct. 1974. Setting aside the evidence seized during the warrantless search of Harris’s house,'it is clear beyond a reasonable doubt that the jury would have returned a verdict of guilty — the same verdict it did in fact return. III. Because any error by the trial court in admitting the evidence seized during the warrantless search of Harris’s house was harmless error, we affirm the Court of Criminal Appeals’ judgment. AFFIRMED. HOUSTON, SEE, LYONS, BROWN, JOHNSTONE, HARWOOD, WOODALL, and STUART, JJ., concur. 1 . Officer Shepard could not recall the names of the other three officers, but she testified that two officers pp.1995)(<HOLDING>); Johnson v. State, 402 So.2d 1111, 1113 Options: A. holding that a warrantless arrest does not violate the fourth amendment if at the time of the defendants arrest police had probable cause to believe that an offense has been is being or will be committed B. holding that the police may conduct a warrantless search if they believe that their own lives or the lives of others are at risk C. recognizing that for fourth amendment purposes an arrest warrant supported by probable cause carries with it limited authority to enter a dwelling in which a suspect lives when there is reason to believe that the suspect is within D. holding jury is sole judge of witness credibility and may believe some witnesses and refuse to believe others E. holding that defendants had no standing where they conceded that they did not own the automobile searched and were simply passengers the owner of the car had been the driver of the vehicle at the time of the search

assistant: The best answer is B. holding that the police may conduct a warrantless search if they believe that their own lives or the lives of others are at risk
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: him leading up to the decision to seek his termination amounted to “progressive discipline” and were close enough in time to his purportedly protected speech to allow a reasonable fact finder to infer that the actions were taken because of that speech. That discipline, Kidwell contends, was composed of the following five incidents: the written reprimand on April 15, 2008; the restrictions on when and how he may meet with informants in late April 2008; the cancellation of his COPS Unit assignment in June 2008; the two-day suspension he received in September 2008; and the fact that the police department sought to terminate him following the car accident in September 2008. At the outset, we note that suspicious timing will “ ‘rarely be sufficient in and of itself to c 6-97 (7th Cir.1997) (<HOLDING>). In this case, there was a significant time Options: A. holding that a two to threeday time period between the employees complaint and his discharge was sufficient B. holding that motion to extend time period for filing dischargeability complaint must be made before the running of that period and that court lacks discretion to grant late filed motion to extend time to file dischargeability complaint C. holding that a oneday time period between the employees complaint and her supervisors recommendation to fire her was sufficient D. holding that the threeday grace period in fed rcivp 6e does not apply to motions for a new trial under fedrcivp 59 in part because the time period for filing those motions begins to run from entry of judgment E. holding that a 17 month time period between the employees protected speech and his termination could not support an inference of causation

assistant: The best answer is A. holding that a two to threeday time period between the employees complaint and his discharge was sufficient
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: At the regularly scheduled meeting of the Committee held in February of the year immediately following the final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance Shares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the number of 162(m) Performance Shares deliverable and the amount of the 162(m) Dividend Equivalent Cash Award payable to Recipient, and shall submit these calculations to the Committee. At or prior to the Certification Meeting, the Committee shall certify in writing (which may consist of approved minutes of the Certification Meeting) the levels of TSR attained by the Company and the Peer Group Companies, the levels of Cumulative EPS and Average ROIC attained by the Company, the number of 162(m) Performance Shares deliverable to Recipient and the amount of the 162(m) Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the amounts so certified shall be delivered or paid (as applicable) on a date (the “Payment Date”) that is the later of March 1, 2019 or five business days following the Certification Meeting, and no amounts shall be delivered or paid prior to certification. No fractional shares shall be delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. Notwithstanding the foregoing, if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the terms of the Company’s Deferred Compensation Plan for Directors and Executives (the “DCP”), payment of the award shall be made in accordance with that election.

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: (a) The Borrower and its Restricted Subsidiaries have filed all material United States federal income tax returns and all other material tax returns have been filed on or before the applicable due date (as such due date may have been timely extended), and (b) all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Restricted Subsidiary have been paid (other than those which are currently being contested in good faith by appropriate proceedings or to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect or materially adversely affect the performance by the Borrower of its payment obligations under this Agreement or any Notes). The charges, accruals and reserves on the books of the Borrower and its Restricted Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

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 case excerpt and choose the best holding from the options. Case excerpt: Third• New International Dictionary 1392 (unabr. ed.1993) (defining “material” as “being of real importance or great consequence: substantial”). We think a departure from statutory requirements is of real importance or of great consequence only when the defendant’s rights have been prejudiced. See Langdon, 126 Cal.Rptr. at 579 (requiring a showing of prejudice resulting from improper jury-selection procedures in order to obtain reversal of criminal conviction); Coble, 301 N.W.2d at 236 (stating that in assessing jury challenges, “irregularities in the process are immaterial unless it appears probable that there has been prejudice”). Common sense dictates that any prejudice must relate to the interests which the statutory requirement seeks to protect. See Martel, 689 A.2d at 1329-30 (<HOLDING>). Therefore, we now turn to (1) an examination Options: A. holding that the term shall is mandatory for purposes of statutory construction when the statute is unambiguous B. holding neither a lack of prejudice to the defendant nor the running of the statute of limitations constitutes good cause C. holding lack of prejudice to the defendant is not good cause D. holding statutory noncompliance generally rises to a substantial level and prejudice to the defendant occurs when the purposes of the statute are contravened E. holding that any reduction in sentence constitutes substantial prejudice for purposes of strickland analysis

assistant: The best answer is D. holding statutory noncompliance generally rises to a substantial level and prejudice to the defendant occurs when the purposes of the statute are contravened
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In Claim 23, Andela cites 42 U.S.C. §§ 1983 and 1985, but does not make any allegations whatsoever other than to incorporate all of his prior allegations. Id. ¶ 186. In his Response (dkt. # 24), Andela does not dispute UM’s characterization that his Claim 23 is for discrimination and retaliation. Andela simply argues that res judicata and collateral estoppel should not apply because the ALJ and state court affirmance should be considered void. Under § 1983, a plaintiff must show that the defendant acted under color of state law. Gomez v. Toledo, 446 U.S. 635, 640, 100 S.Ct. 1920, 64 L.Ed.2d 572 (1980). UM is a private university. “Only in rare circumstances can a private party be viewed as a [s]tate actor for section 1983 purposes.” Rayburn v. Hogue, 241 F.3d 1341, 1347 (11th Cir.2001) (<HOLDING>). Moreover, when § 1983 is used as a parallel Options: A. holding um did not act under color of state law when it terminated an employee B. holding that waiver of um coverage was ineffective under south carolina law because insurer did not adequately advise insured party about um coverage C. holding that a public defender does not act under color of state law when performing the traditional functions of counsel to a criminal defendant D. holding that a town manager did not act under color of state law when making allegedly defamatory statements about the plaintiff E. holding that public defenders do not act under color of state law and therefore are not subject to suit under 42 usc 1983

assistant: The best answer is A. holding um did not act under color of state law when it terminated an employee
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: 24 . It appears Plaintiffs themselves recognized this at some point. In their original Motion for Entry of Judgment, Plaintiffs sought as damages the entire principal amount of the underlying-judgment of $5,830,000. In their supplemental brief, Plaintiffs modified their request to seek the remaining principal of the underlying excess verdict of $5,730,000 ($5,830,000 - $100,000). 25 . Interest = Principal x Rate x Time in years: $5,830,000 x 6.25% x (493 days/365 days). 26 . Had Nationwide wanted to reduce the amount of interest accruing on the judgment, it could have paid its $100,000 policy limits immediately after the judgment was entered and before any substantial amount of interest had accrued. See JTH Tax, Inc. v. Flowers, 311 Ga.App. 495, 497, 716 S.E.2d 559, 561 (2011) (<HOLDING>); Threatt v. Forsyth Cnty., 250 Ga. App. 838, Options: A. holding that a bankruptcy trustee is an officer of the court appointed by the court directed by the court and paid by the court but is in no sense an agent or employee or officer of the united states B. holding that the interest must be that created by a claim to the demand in suit or some part thereof which is the subject of litigation C. holding that a judgment debtor may abate the accrual of interest by paying amount owed and may abate the accrual of interest during appeal by complying with ocga 91167 by depositing with the court all or any part of such sum to be held by the clerk of the court subject to withdrawal in whole or in part at any time thereafter upon order of the court upon posting of sufficient security D. holding that jurisdiction of the subject matter in either a civil or criminal action may be raised at any stage of the proceedings even after a plea of guilty and for the first time in the appellate court E. holding in the context of a case involving the availability for public inspection of criminal docket books that files in the possession of the clerk of the criminal court of the city of new york are public records which may be fully examined by any person unless the papers have been sealed from public scrutiny by the court or by the terms of a statute

assistant: The best answer is C. holding that a judgment debtor may abate the accrual of interest by paying amount owed and may abate the accrual of interest during appeal by complying with ocga 91167 by depositing with the court all or any part of such sum to be held by the clerk of the court subject to withdrawal in whole or in part at any time thereafter upon order of the court upon posting of sufficient security
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 LESSOR AND LESSEE IRREVOCABLY WAIVES AS AGAINST THE OTHER PARTY HERETO ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN THE UNITED STATES OF AMERICA IN RESPECT OF ANY CIVIL ACTION ARISING UNDER THIS LEASE.

assistant: Waiver Of Jury Trials
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 Release contains the entire agreement and understanding between the Executive and the Company concerning the matters described herein. It supersedes all prior agreements, discussions, negotiations, understandings and proposals of the parties with respect to such matters. The terms of this Release cannot be changed except in a subsequent document signed by both parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company, acting through the Committee or through the Board, may amend this Agreement at any time for any purpose determined by the Company in its sole discretion that is consistent with the Plan, including but not limited to an amendment to accelerate the vesting schedule set forth in Paragraph 1, or to permit transfers of this Option to certain individuals specified by the Participant. All amendments must be in writing. The Company may not amend this Agreement, however, without the Participant’s express agreement to any amendment that could adversely affect the material rights of the Participant.

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: Davis has not alleged false arrest or false imprisonment. Moreover, Davis does not contend that officer Stoops was acting outside the seope of his employment when he deployed Chester We must therefore determine whether officer Stoops was engaged in the "enforcement of a law" at the time of Chester's attack. [6] As noted above, the supreme court in Mullin explained that "the scope of the term 'enforcement' is limited to those activities in which a government entity or its employees compel or attempt to compel the obedience of another to laws, rules or regulations, or sanction or attempt to sancetion a violation thereof." 639 N.E.2d at 283. Davis contends that the City's use of Chester did not constitute law enforcement because the City used contrary to law. Minks, 709 N.E.2d at 382-383 (<HOLDING>). Here, the City deployed Chester to assist in Options: A. holding that indianas operating while intoxicated statute which states that a person who operates a vehicle while intoxicated commits a class a misdemeanor is not limited to operation of motor vehicles on public highways B. holding that police officers who instructed an intoxicated and unlicensed teenager who was a passenger in a vehicle operated by his intoxicated relative to drive the vehicle home rather than go through the effort of preparing arrest paperwork for the two intoxicated subjects were immune from liability for damages resulting from deaths of two innocent motorists and injuries to another cause by the drunk driving relative C. holding that the evidence was sufficient to sustain the defendants conviction for operating a vehicle while intoxicated causing death as a class c felony D. holding a felony conviction for driving while intoxicated dwi may be a crime of violence E. holding police officers were entitled to immunity where the officers decided not to arrest an intoxicated driver who subsequently died of hypothermia in his vehicle

assistant: The best answer is B. holding that police officers who instructed an intoxicated and unlicensed teenager who was a passenger in a vehicle operated by his intoxicated relative to drive the vehicle home rather than go through the effort of preparing arrest paperwork for the two intoxicated subjects were immune from liability for damages resulting from deaths of two innocent motorists and injuries to another cause by the drunk driving relative
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: Borrowers may request, convert or continue Loans, select interest rates, and transfer funds based on telephonic or e-mailed instructions to Lender. Borrowers shall confirm each such request by prompt delivery to Lender of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs materially from the action taken by Lender, the records of Lender shall govern. Lender shall not have any liability for any loss suffered by a Borrower as a result of Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith to be a person authorized to give such instructions on a Borrower's behalf.

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: is stated in 29 U.S.C. § 215(a)(3), which makes it unlawful to discharge or in any other manner discriminate against any employee because the employee has filed a complaint or instituted or caused to be instituted a proceeding under the FLSA. The majority of circuits have held that this provision protects an employee who makes an internal complaint to the employer. Kasten v. Saint-Gobain Performance Plastics Corp., 570 F.3d 834, 838 (7th Cir.2009). The Eighth Circuit has interpreted the statute to prohibit discrimination against an employee who asserts or threatens to assert FLSA rights. Brennan v. Maxey’s Yamaha, Inc., 513 F.2d 179, 183 (8th Cir.1975). That interpretation has been criticized as contrary to the plain language of subsection 215(a)(3). See Kasten, 570 F.3d at 840 (<HOLDING>). Needless to say, the holding of the Eighth Options: A. holding that the phrase file any complaint requires a plaintiff employee to submit some sort of writing B. holding that an employee was wrongfully discharged for refusing to submit to a polygraph test C. holding in an appeal from the dismissal of the plaintiffs complaint pursuant to rule 12b6 that when the papers before the sixth circuit indicate that the plaintiff could submit an amended complaint that would state a claim upon which relief can be granted the proper course is to remand to permit the plaintiff to amend D. holding that a plaintiff is not required to file an amended complaint when his complaint is involuntarily dismissed without prejudice and that for the purposes of appeal such a dismissal is a rule 41b adjudication on the merits E. recognizing that the survivor of a deceased federal employee has no standing to file an eeo complaint on behalf of that former employee but personal representative of deceased employee can be substituted as plaintiff if deceased employee initiated complaint prior to death

assistant: The best answer is A. holding that the phrase file any complaint requires a plaintiff employee to submit some sort of writing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the agreements and documents referenced herein, including but not limited to the Benefit Plans, and the General Release and Waiver of Claims embody the complete agreement and understanding among the parties and supersede and preempt any prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Lease is the entire agreement between the parties, and supersedes any prior agreements, representations, negotiations or correspondence between the parties except as expressed herein. Except as otherwise provided herein, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto.

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: No Specified Loan Party will, or will permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (such arrangement, a “ Sale and Leaseback Transaction ”), except for any Sale and Leaseback Transaction (i) permitted by Section 6.05, (ii) made for cash consideration in an amount not less than the fair market value of such property and (iii) the Net Proceeds of which, when taken together with all other Sale and Leaseback Transactions during the term of this Agreement, do not exceed in the aggregate the greater (x) $10,000,000 and (y) 3.5% of Consolidated Total Assets at the time of such Sale and Leaseback Transaction, determined as of the last day of the most recently ended Test Period; provided that, if such Sale and Leaseback Transaction results in a Capital Lease Obligation, such Capital Lease Obligation is permitted by Section 6.01 and any Lien made the subject of such Capital Lease Obligation is permitted by Section 6.02.

assistant: Sales
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: in the event you change or deactivate your mobile telephone number , you will update your account information on facebook within 48 hours to ensure that your messages are not sent to the person who acquires your old number .

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: to distribute electric power). Second, the Siewerts’ claims are based on “maintenance, operation or inspection.” Minn.Stat. § 541.051, subd. 1(d). The first negligence claim’s reference to “handling, supplying, distributing, selling and placing in the stream of commerce” can reasonably be construed as implicating the “operation” of the electrical system and its components. It falls under the excepti s sufficient to raise a triable issue. Minnesota courts have long rejected the argument that a plaintiff must establish a regulatory or statutory violation to establish a duty element. See Edgewater Motels, Inc. v. Gatzke, 277 N.W.2d 11, 18 (Minn.1979) (explaining that industry cannot be permitted to set its own standard of care); Muehlhauser v. Erickson, 621 N.W.2d 24, 28 (Minn.App.2000) (<HOLDING>). Minnesota courts have also held that under Options: A. holding that the jury need not be specifically instructed to find whether there is a connection between the defendant the weapon and the crime B. holding that only one statutory basis is required to find a child in need of aid C. holding in a securities fraud action that a court may only find the lack of materiality where a jury could not reasonably find materiality D. holding that to find negligence jury need not find violation of federal motorcarrier regulation E. holding that the grand jury need not find nonstatutory aggravating factors

assistant: The best answer is D. holding that to find negligence jury need not find violation of federal motorcarrier regulation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For the period commencing the Separation Date through August 15, 2019, Employee agrees to make himself available and to cooperate with the Employer, to the extent reasonably requested by the Employer, for the purpose of transitioning his duties and responsibilities.

assistant: Cooperation
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 may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the Company and the Investor or (b) by either the Company or the Investor if the conditions to such party’s obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Closing has not occurred on or before May 30, 2019 without liability of either the Company or the Investor or the Exchanging Investors, as the case may be; provided that neither the Company nor the Investor shall be released from liability hereunder if the Agreement is terminated and the transactions abandoned by reason of the failure of the Company or the Investor or the Exchanging Investors, as the case may be to have performed its obligations hereunder. Except as provided above, if this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, the Agreement will become void and of no further force and effect.

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: As a condition to the effectiveness of this Agreement, Executive shall execute and return the General Release on or before April 15, 2016 at 5 p.m. PST, but in no event earlier than the Separation Date.

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 case excerpt and choose the best holding from the options. Case excerpt: a grand jury investigation. I A federal grand jury in the District of Nevada is busy investigating the financial transactions of a certain company. Attorney Christopher Kiernan represented several witnesses who were called before the grand jury. The government, seeing the potential for a conflict of interest among his clients, moved to disqualify Kiernan from his multiple representation. The district court held a hearing pursuant to Wheat v. United States, 486 U.S. 153, 108 S.Ct. 1692, 100 L.Ed.2d 140 (1988). Upon determining that the witnesses had waived their right to conflict-free counsel and that the government had not made a showing sufficient to overcome these waivers, the district court denied the motion without prejudice. Shortly . 368, 375, 101 S.Ct. 669, 66 L.Ed.2d 571 (1981) (<HOLDING>). The later cases obviously cast doubt on the Options: A. holding that the denial of a motion to remand is interlocutory and not immediately appealable B. holding that the denial of a motion to disqualify counsel in a civil case is not appealable C. holding that denial of counsel in section 1983 action is not immediately appealable D. holding that an order granting a new trial in a civil action is appealable E. holding that denial of motion for summary judgment not appealable because did not determine any rights and liabilities

assistant: The best answer is B. holding that the denial of a motion to disqualify counsel in a civil case is not appealable
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: At each Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith ("Documents"), including, without limitation, reasonable attorneys' and consultants' fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. In respect of this Transaction, the Company shall reimburse Buyer for Buyer's expenses at each Closing, which shall be listed in the disbursement authorization and shall be included in the total funding amount.

assistant: Expenses
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 audited Consolidated financial statements of Parent for the fiscal year ended May 31, 2016, and the unaudited Consolidated financial statements of Parent for the fiscal quarter ended February 29, 2016, furnished to Agent and the Lenders, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the dates of such financial statements and the results of their operations for the periods then ending. As of the Closing Date, since the dates of such statements, no event or condition has occurred that would reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Any and all payments to the Lenders or the Administrative Agent hereunder by or on account of any obligation of the Company shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) net income or franchise and similar taxes imposed on (or measured by) net income imposed on the Administrative Agent or any Lender (or participant) by the United States and any other jurisdiction as a result of a present or former connection between the Administrative Agent or such Lender (or participant) and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) (ii) any branch profits tax imposed by the United States or any similar tax imposed by any other jurisdiction in which the Company is located, (iii) taxes that are imposed under FATCA and (iv) any taxes that are attributable solely to the failure of any Lender to comply with SECTION 2.16. (g) (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “ Non-Excluded Taxes ” and all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, together with any Taxes described in SECTION 2.16. (i), “ Excluded Taxes ”). If any applicable withholding agent shall be required to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased by the amount (an “ Additional Amount ”) necessary so that after making all required deductions (including deductions applicable to Additional Amounts payable under this SECTION 2.16.) such Lender or such Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the withholding agent shall make such deductions and (iii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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: It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the law. Accordingly, if any provision of this Agreement shall prove to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and in lieu of each provision of this Agreement that is illegal, invalid or unenforceable, there shall be added as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. In the event that a court finds any portion of Section 1 to be overly broad, and therefore unenforceable, the parties intend that the court shall modify such portion of paragraph 1 to reflect the maximum restraint allowable, and shall enforce this Agreement and the covenants herein as so modified.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Restricted Stock Units shall become vested as follows: 33.3% of the Restricted Stock Units shall vest on the first anniversary of the Grant Date; 33.3% of the Restricted Stock Units shall vest on the second anniversary of the Grant Date; and 33.4% of the Restricted Stock Units shall vest on the third anniversary of the Grant Date; provided that the Grantee remains continuously a member of the Board of Directors of the Company through the vesting date. Notwithstanding the foregoing, (i) in the event that the Grantee’s service as a member of the Board of Directors ends on account of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date service ends and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. No fractional shares shall be issuable upon settlement, and the number of shares to be issued shall be rounded up to the nearest whole share.

assistant: Vesting