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 case excerpt and choose the best holding from the options. Case excerpt: that BRA was obligated to follow. 2 . There was no documentation of this. Linda Graham, who described herself as the "Qualified Mental Retardation Professional coordinator/program director” for BRA, identified a three-page "Orientation” document signed by Scott on June 6, 2006, when she was hired. This document does not address investigations and says nothing about the five-day requirement. 3 . Scott denied that Jackson or Graham had tried to call her: "Had Ms. Graham or Ms. Jackson ... called me at any t -48 (D.C.2010) (affirming ALJ's finding of gross misconduct where employee, a high school special police officer, fought with another officer in the school hallway while both were on duty). 34 . Odeniran, 985 A.2d at 429. 35 . See, e.g., Hickey v. Bomers, 28 A.3d 1119, 1131 (D.C.2011) (<HOLDING>); Badawi, 21 A.3d at 617 (holding that security Options: A. holding that an employees private arbitration agreement with her employer precluded her from filing suit against the employer under the adea B. holding that employees failure to timely apprise her employer about days of expected absence throughout her employment and respond meaningfully to employers request for information about the expected duration of her absence constituted simple not gross misconduct C. holding that it did not violate the defendants right to remain silent when the prosecutor questioned her about inconsistencies between her pretrial statements to authorities and her defense at trial D. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment E. holding that the plaintiffs evidence of pretext which included but was not limited to her supervisors statement that she had enough of the plaintiff going to her supervisor about her was not sufficient to preclude summary judgment

assistant: The best answer is B. holding that employees failure to timely apprise her employer about days of expected absence throughout her employment and respond meaningfully to employers request for information about the expected duration of her absence constituted simple not gross misconduct
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: fitbit grants you a limited , non-exclusive , non-transferable , non-sublicensable , revocable license to ( 1 ) access and use the fitbit service , ( 2 ) access and view the fitbit content , ( 3 ) access and use the software and mobile applications provided by the fitbit service , and ( 4 ) use the software that is embedded into fitbit devices as authorized in these terms .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: • use any robot , spider , scraper , data mining tools , data gathering and extraction tools , or other automated means to access our services for any purpose , except with the prior express permission of ebay ;

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: Prior to the Closing and after any termination of this Agreement, Buyer shall hold, and shall cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, all Confidential Information made available to Buyer or any of its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents, and Buyer shall comply with, and shall cause all of its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to comply with, all of its obligations under the Confidentiality Agreement, and, in such event, the Confidentiality Agreement shall remain in full force and effect.

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: Court. See State v. Perez, 2002-NMCA-040, ¶ 11, 132 N.M. 84, 44 P.3d 530. Nor does Gabriel request this Court to review his plea agreement for fundamental error, another exception to preservation. See State v. Jason F., 1998-NMSC-010, ¶ 10, 125 N.M. 111, 957 P.2d 1145 (declining to apply the preservation exceptions when they were not argued on appeal). Under these circumstances, we do not reach the issue of Gabriel’s plea agreement. {26} Gabriel next contends that there are no facts in the record indicating he “helped, aided, or encouraged” the setting of the fire. See UJI 14-2822 NMRA 2004 (listing elements of accessory to a crime). Having been raised for the first time on appeal, the issue is not preserved. See Cockrell v. Cockrell, 117 N.M. 321, 323-24, 871 P.2d 977, 979-80 (1994) (<HOLDING>). Gabriel does not argue that the question is Options: A. holding that because the appellant did not present to the administrative agency the argument it raised before this court the issue was not preserved and holding that even if preserved the argument failed B. holding that a challenge to the weight of the evidence is waived for failure to present the issue first to the trial court C. holding that where the fourth amendment question was raised at trial but not preserved on direct appeal in the state court the defendants failure to raise the issue on appeal in the state courts did not suffice to avoid stone D. holding trial court did not err in failing to conduct a hearing on motion for reinstatement when appellants failed to call to the trial courts attention the need for a hearing E. holding that the defendants failure to call the insufficiency of the evidence to the trial courts attention rendered the issue not preserved

assistant: The best answer is E. holding that the defendants failure to call the insufficiency of the evidence to the trial courts attention rendered the issue not preserved
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: Significantly, however, plaintiff also applied for and received disability benefits milar offsets of FELA awards in cases filed across the United States. Yet, in this case, CSXT failed to request a special verdict form that would reveal the bases for the jury’s calculation of damages and specifically consented to tendering the general verdict form to the jury. See Dist. Ct. Docket No. 82. 7 . CSXT cites a number of cases from other jurisdictions, which it argues support the proposition that a setoff may be appropriate despite a jury's general verdict. Because these cases either offer no rationale for their holdings or involve a factual stipulation of some kind, we do not find them persuasive. See, e.g., Stanislawski v. Upper River Servs., Inc., 6 F.3d 537, 541 n. 8 (8th Cir.1993) (<HOLDING>), Clark v. Burlington N., Inc., 726 F.2d 448, Options: A. holding that a plaintiff could recover actual damages under the tcpa for loss of credit if the plaintiff submitted sufficient proof of the amount damages requested B. holding that the seventh amendment does require that the jury also be allowed to determine the amount of any punitive damages awarded C. holding that the defendant was entitled to a credit equaling the full amount of the settlement when the plaintiff conceded that the agreement did not indicate whether it covered punitive damages D. holding that plaintiff could not show that he was disabled because he conceded that he could do his job despite his impairment E. recognizing that the plaintiff conceded that the jury presumably awarded the full amount of cure he requested

assistant: The best answer is E. recognizing that the plaintiff conceded that the jury presumably awarded the full amount of cure he requested
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 hereby represents and warrants to Holder that: (a) the Company has all requisite rights, power and authority to execute and deliver this Agreement and to carry out and perform all of its obligations hereunder; (b) this Agreement (i) has been duly executed and delivered by the Company and (ii) is a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms; and (c) neither the execution, delivery, or performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will (i) result in a breach or violation of, or default under, the organizational documents of the Company; (ii) violate any law applicable to the Company; (iii) result in a breach or violation of, or default under, any contractual obligation of the Company; (iv) result in the creation or imposition of any lien, encumbrance or other defect; or (v) require any further action by the Company or any third party (including any authorization, consent, notice or approval).

assistant: Representations
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: Where a Participant is entitled to receive shares of Stock upon the vesting or exercise of an Award, the Company shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of Stock to cover the minimum amount required to be withheld. To the extent determined by the Committee, a Participant shall have the right to direct the Company to satisfy the minimum amount (or an amount up to a Participant’s highest marginal tax rate provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor) required for federal, state and local tax withholding by: (i) with respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock to the Stock Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock; and (ii) with respect to Restricted Stock Awards, withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting that would satisfy the minimum amount of required tax withholding (or an amount up to a Participant’s highest marginal rate provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor). Provided there are no adverse accounting consequences to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant who is not required to have taxes withheld may request to the Company to withhold in accordance with the preceding sentence as if the Award were subject to minimum tax withholding requirements or up to such Participant’s highest marginal tax rate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as a security deposit are subject to the bankruptcy proceedings. Solow v. PPI Enters., Inc. (In re PPI Enterprises (U.S.), Inc.), 324 F.3d 197, 210 (3d Cir. 2003). Since Mayan Networks, multiple other courts have adopted its framework recognizing that proceeds of a letter of credit are property of the estate when they are secured by estate collateral. See, e.g., AMB Prop., L.P. v. Official Creditors for the Estate of AB Liquidating (In re AB Liquidating Corp.), 416 F.3d 961, 965 & n.3 (9th Cir. 2005); Int'l Fin. Corp. v. Kaiser Group Int'l Inc. (In re Kaiser Group Int'l, Inc.), 399 F.3d 558, 566 (3d Cir. 2005); In re Connectix Corp, 372 B.R. 488,496 (Bankr. N.D. Cal. 2007); see also First Avenue West Building L.L.C. v. James (In re Onecast Media, Inc.), 439 F.3d 558 (9th Cir. 2006) (<HOLDING>); cf. S-Tran Holdings, Inc. v. Protective Ins. Options: A. holding that a trustees interest in letter of credit proceeds acting as a security deposit is property of the estate B. holding that 1823e does not apply to a claim relating to a letter of credit a letter of credit is a liability not an asset C. holding that because proceeds of a letter of credit were not secured by estate collateral the proceeds were not property of the estate D. holding that a broadcasting license was property of the estate but not subject to a security interest E. holding that the proceeds of a liability insurance policy were not property of the estate

assistant: The best answer is A. holding that a trustees interest in letter of credit proceeds acting as a security deposit is property of the estate
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: BSX or Borrower, as applicable, shall pay to each of the Agents and the Lenders certain fees from time to time in amounts and payable on such dates as are set forth in the Amended Fee Letter.

assistant: Fees
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 executed in multiple counterparts, and the counterparts, when signed and attached to each other, shall have the same force and effect as though all parties had executed one document. DocuSign, photocopies or facsimile copies of executed copies of this Agreement may be treated as an original.

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: The Requisite Lenders (or, with respect to any Event of Default occurring under Section 11.1(a) in respect of the Tranche A Term Loans on the Tranche A Term Loan Maturity Date, at the direction of the Requisite Tranche A Term Loan Lenders with respect to the Tranche A Term Loans and all other related Obligations) may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 4.4, the Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans and the Letters of Credit will be used for Borrower’s working capital requirements and for general corporate purposes, including the acquisition, development and enhancement of real estate, capital expenditures and debt repayment. No part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectly, for financing, funding or completing the hostile acquisition of publicly traded Persons or for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

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 legal provision and list the applicable contract clause categories. Provision: This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the Commonwealth of Pennsylvania and construed in accordance therewith without giving effect to principles of conflicts of laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: complaint with prejudice on the basis of preclusion and lack of standing. II. We first address the district court’s ruling that Appellants lacked standing to bring their claims. In then-complaint, Appellants sought to enjoin Providian from engaging in alleged violation of the stay and discharge provisions. However, as the district court pointed out, the automatic stay had terminated and Providian had completed its collection efforts by the time Appellants filed suit in district court, rendering their claims for injunctive relief moot. Nonetheless, Appellants have standing. Appellants also sought monetary damages against Providian, and even such a generalized claim for monetary damages is sufficient to maintain justiciability. Shadduck v. Rodolakis, 221 B.R. 573, 579 (Bankr.D.Mass.1998) (<HOLDING>). Hence, the district court erred in dismissing Options: A. holding that although the automatic stay only applies to proceedings against the debtor counterclaims seeking affirmative relief against a debtor implicate the automatic stay B. holding judgment in violation of automatic stay void C. holding that the automatic stay barred a suit for injunctive relief to prevent postpetition antitrust violations D. holding that the plaintiff had standing even though automatic stay had terminated and his claims for declaratory and injunctive relief were moot because he also sought actual damages for violation of the automatic stay E. holding that the case was not moot even though claims for injunctive and declaratory relief were no longer alive because the plaintiff had requested pecuniary relief

assistant: The best answer is D. holding that the plaintiff had standing even though automatic stay had terminated and his claims for declaratory and injunctive relief were moot because he also sought actual damages for violation of the automatic stay
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 that either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid or overnight courier, addressed as follows: if to the Company, at its office at 120 Mountain View Blvd, Basking Ridge, NJ 07920, Attn: Human Resources, or at such other address as the Company by notice to the Participant may designate in writing from time to time; and if to the Participant, at the address shown below his or her signature on the Certificate, or at such other address as the Participant by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt.

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: section, the court shall make an order stating what evidence may be introduced by the defendant or the state and the nature of the questions to be permitted. The defendant or the state may then offer evidence under the order of the court. 8 . The Indiana Supreme Court has noted that “[t]o the extent there are any differences [between Ind.Code § 35-37-4-4 and Ind. Evidence Rule 412], Evidence Rule 412 controls.” Williams v. State, 681 N.E.2d 195, 200 n. 6 (Ind. 1997). 9 . Oatts argues that "the viewing of the pornographic video should not be considered 'past sexual conduct’ with [sic] the meaning of the rule." Appellant's Brief at 6. Oatts does not develop this argument or cite to authority. Consequently, this issue is waived. See, e.g., Cooper v. State, 854 N.E.2d 831, n. 1 (Ind.2006) (<HOLDING>); Shane v. State, 716 N.E.2d 391, 398 n. 3 Options: A. holding that the defendant waived argument on appeal by failing to develop a cogent argument B. holding that failure to develop cogent argument waives the issue for appellate review C. holding that a claim is waived on appeal when not supported by citation to relevant authority D. holding that failure to develop a cogent argument waives the issue for appellate review E. holding that the defendants contention was waived because it was supported neither by cogent argument nor citation to authority

assistant: The best answer is E. holding that the defendants contention was waived because it was supported neither by cogent argument nor citation to authority
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the Parent and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: Seller: (i) is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Florida and has full power and authority to carry on their business as now being conducted and to own, lease and operate the Assets and to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transaction therein; (ii) is not doing business in any jurisdiction other than Florida; and (iii) has attached hereto as Exhibit 4.1 true, correct and complete copies of its Articles of Organization and Operating Agreement, as presently in effect.

assistant: Organizations
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 not be subcontracted to, transferred, or assigned by either party hereto to any third party without the written consent of the other party hereto, which consent may be withheld in the party’s sole discretion.

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: not ‘employee[s] of the [Federal] government.’ ” Id. at 816, 96 S.Ct. at 1977. Citing the relevant legislative history, the Court emphasized that “Congress intended not to create new federal agencies but rather ‘the strengthening of community capabilities’ ” for dealing with poverty. Id. at 817, 96 S.Ct. at 1977. The broad language and underlying rationale of Orleans foreclose any argument that community action agencies are “authorities of the Government of the United States” subject to the APA’s procedural requirements or that the agencies’ employees are “officers or employees of the United States” subject to mandamus. Cf. Forsham v. Califano, 190 U.S.App.D.C. 231, 238, 587 F.2d 1128, 1135 (D.C.Cir.1978), cert. granted, 441 U.S. 942, 99 S.Ct. 2159, 60 L.Ed.2d 1044 (1979) (No. 78-1118) (<HOLDING>). Because Orleans forecloses the federal-agency Options: A. holding under orleans that a federally funded private medical research organization is not an agency for purposes of the freedom of information act B. holding that a motion picture film is a record for purposes of the freedom of information act 5 usc 552 1976 C. recognizing implied private action under the collection agency act D. holding that refusal to disclose records under faca constituted sufficient injury to bestow standing similar to when an agency denies requests for information under the freedom of information act E. recognizing privacy interest in medical records requested under freedom of information act

assistant: The best answer is A. holding under orleans that a federally funded private medical research organization is not an agency for purposes of the freedom of information act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, and will not permit any of its Subsidiaries to enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate of the Borrower (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for transactions (a) on a basis no less favorable to the Borrower or such Subsidiary as would be obtained at the time in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower, (b) in respect of such transactions described in Section 8.1(b), (d), (h) or (l) , Section 8.2(e), (k) or (m) , Section 8.3(a), (b), (c), (d) , or (i) through (n) , Section 8.6 or Section 8.7 , such transactions directly or directly with, or for the benefit of, the Borrower or any Subsidiary of the Borrower, (c) services provided to the Borrower in the ordinary course of business, or (d) such transactions effected pursuant to Section 8.1(m) , Section 8.2(h) , or Section 8.3(o) that would otherwise be permitted pursuant to the sections referred to in clause (b) but for such applicable monetary limitation set forth therein.

assistant: Transactions With Affiliates
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: property area does not have business or pedestrian activity after 6:00 p.m. M.C. was also seen walking along the complex’s back alley while looking up at the roof for any surveillance equipment. Further, Officer Quintero saw M.C. hide behind a dumpster after he approached in his marked police K-9 vehicle and then begin to quickly walk away from Officer Quintero when he got out of the vehicle. M.C.’s actions, as observed by Officer Quintero, plus any rational inferences to be drawn from them, establish that M.C. was acting in an unusual way at the time and place the police officer encountered him, suggesting a breach of the peace was imminent. Thus, M.C.’s actions were “aberrant and suspicious criminal conduct” that law-abiding individuals do not engage in. See B.J., 951 So.2d at 103 (<HOLDING>); G.G., 903 So.2d at 1033 (holding the first Options: A. holding the first element was proven because defendant was hiding at 130 am in the back of a pickup truck near a closed business that was the subject of a burglary call B. holding that when defendant was guilty of burglary but the only evidence that he was armed was from his own statement existence of the firearm went only to the degree of the offense and was not as an element of proof C. holding that defendant was still in the commission of a burglary despite its technical completion when she caused the death of three persons during a police chase that began at the scene of the burglary D. holding that the defendant was not prejudiced by the jurys exposure to the dictionary definition of burglary because the definition referenced theft which was not an element the prosecution was required to prove E. holding second element is met where defendant was hiding under circumstances suggesting that the police interrupted a burglary in progress and where there was a potential threat to public safety if defendant joined a crime in progress or participated in the aftermath by assisting the escape or disposing of property stolen in the burglary

assistant: The best answer is A. holding the first element was proven because defendant was hiding at 130 am in the back of a pickup truck near a closed business that was the subject of a burglary call
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 Corporation and Executive each represent and warrant that no promise or inducement has been offered or made except as herein set forth and that the consideration stated herein is the sole consideration for this Agreement. This Agreement is a complete and entire agreement and states fully all agreements, understandings, promises and commitments as between the Corporation and Executive and as to the termination of their relationship; this Agreement supersedes and cancels any and all other negotiations, understandings and agreements, oral or written, respecting the subject matter hereof, including any prior employment agreements between the Corporation and the Executive, including but not limited to the Employment Agreement (except as expressly set forth in this Agreement); and this Agreement may not be modified except by an instrument in writing signed by the party against whom the enforcement of any waiver, change, modification, or discharge is sought.

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 Agreement, together with the Exhibits and Schedules hereto, and the letter of even date herewith executed by Skadden, Arps, Slate, Meagher & Flom LLP, as counsel to Toshiba, and Jones Day, as counsel to Georgia Power for itself and as agent for OPC, MEAG and Dalton, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the Parties with respect to the subject matter hereof. For the avoidance of doubt, nothing in this Agreement (a) alters or otherwise affects the Letters of Credit (except as provided in Section 6.1 hereof) or the EPC Agreement or any rights or obligations thereunder or (b) alters, amends, or otherwise affects, or constitutes a novation, accord or satisfaction of, the Toshiba Guaranty except as provided in Article II , Article III , Section 6.1 and Section 9.12 hereof.

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: discrimination claims have also upheld dress code policies that, like Costco’s, are designed to appeal to customer preference or to promote a professional public image. E.g., Hussein v. The Waldorf-Astoria, 134 F.Supp.2d 591, 599 (S.D.N.Y.2001) (“Some courts have found that clean-shavenness is a bona fide occupational qualification in certain businesses and, in those situations, as long as the employer’s grooming requirement is not directed at religion, enforcing the policy is not an unlawful discriminatory practice.”), aff'd, 31 Fed.Appx. 740 (2d Cir.2002) (unpublished). The majority of religious discrimination cases in this arena appear to involve policies regulating facial hair. E.g., Hussein, 134 F.Supp.2d 591; EEOC v. Sambo’s of Georgia, Inc., 530 F.Supp. 86 (N.D.Ga.1981) (<HOLDING>); cf. Woods, 420 F.Supp. at 43 (upholding Options: A. holding out admission to practice law when not admitted to practice B. holding that a transfer of job duties can constitute an adverse employment action C. holding constitutional a statute exempting from taxation properties owned by religious organizations used as homes for the aged and operated notforprofit D. holding that exempting a sikh job applicant whose religious practice required that he wear a beard from a restaurants nofacialhair policy would constitute undue hardship E. holding states may make nondiscriminatory religious practice exemptions but that such exemptions are not constitutionally required

assistant: The best answer is D. holding that exempting a sikh job applicant whose religious practice required that he wear a beard from a restaurants nofacialhair policy would constitute undue hardship
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 a tourist home” .in Shvekh, the rental of the entire house in the instant case bears no relation to the room-by-room rental that is the hallmark of a hotel. As the majority observes, the, properties “lack some common, recognizable features of most hotels.” There is nothing to suggest the Appellants’ homes were open to the public at large' (e.g., no “vacancy” sign); the renters have to make advance reservations. See Fruchter v. Zoning Bd. of Appeals of Town of Hurley, 133 A.D.3d 1174, 1176 (N.Y. App. Div. 2015) (concluding the petitionér’s-rental of property did not fall under the definition of a hotel or bed-and-breakfast, noting the rental of entire property and lack of any “common exterior entrance”); Atkinson v. Wilt, 94 A.D.3d 1218 1220, 941 N.Y.S.2d 798 (N.Y. App. Div. 2012). (<HOLDING>). As the Appellants observe: The properties Options: A. holding that an unpaved public street a short distance from the policyholders home was not part of the insured premises because it was not used in connection with the residence premises B. holding the homeowners advertising of his property on a vacationrental website did not transform the premises from asinglefamily residence into a tourist accommodation C. holding that homeowners policy excluded coverage because atv accident on private roadway in homeowners association occurred away from the insured premises D. holding residence means legal residence for will probate E. holding that homeowners did not control the premises to the extent a duly arose for injury during a home show when homeowners had moved only a few items in and had surrendered possession for the home show

assistant: The best answer is B. holding the homeowners advertising of his property on a vacationrental website did not transform the premises from asinglefamily residence into a tourist accommodation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan and this Award Agreement, and the rights of all persons under the Plan and this Award Agreement, shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent: (a) the SLOT Agent shall have received counterparts hereof, duly executed by each of the parties hereto and consented to by the First Lien Agent; (b) the SLOT Agent’s counsel shall have received payment in full of its reasonable and documented legal fees and disbursements; and (c) each of the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects, it being understood that the foregoing materiality qualifier shall not apply to any representation that itself contains a materiality threshold.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Section headings and numbers are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular.

assistant: Construction
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: Borrower has no subsidiaries other than as previously specifically consented to in writing by the Bank, if any, and the Borrower has never consolidated, merged or acquired substantially all of the assets of any other entity or person other than as previously specifically consented to in writing by the Bank, if any.

assistant: Subsidiaries
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 will reimburse Executive for reasonable travel, entertainment and other business expenses, including professional association fees, incurred by Executive in the furtherance of the performance of Executive’s duties hereunder. Executive is expected to travel frequently to the Company’s headquarters office in Arizona. All travel will be in accordance with the Company’s travel policy and reimbursements to Executive by the Company pursuant to this Section 5 shall be in accordance with the Company’s expense reimbursement policy as in effect from time to time.

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: Borrower shall not, and shall not permit any Guarantor or any of their respective Subsidiaries to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Wholly Owned Subsidiary of Borrower), except (i) transactions set forth on Schedule 6.15 attached hereto, (ii) transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are substantially no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate (which, in connection with any transaction with a non-Wholly Owned Subsidiary, may take into account any enhancement to the value of the equity owned by a Wholly Owned Subsidiary of Borrower as a result of the transaction), and (iii) Distributions permitted pursuant to §8.7.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Loan Parties and the Restricted Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any party hereto of a breach of any provision of this Agreement by any other party shall operate or be construed as a waiver of any subsequent breach by such other party. The failure of any party hereto to take any action by reason of such breach shall not deprive such party of the right to take action at any time while such breach continues.

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: Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

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 Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, whether or not any sale is made pursuant to such shelf Registration. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.05 , the Partnership shall not be responsible for professional fees (including legal fees) incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: unavoidably unsafe product is whether the manufacturer provided an adequate warning. If accompanied by an adequate warning, a desirable but unsafe product is not unreasonably dangerous.” Clark, 1999 WL 613316, at *4; see Graham, 666 F.Supp. at 1498 (“The comment thus recognizes that while some products are inherently dangerous, the user has a right to know of these inherent risks so that he can make an informed decision; in the absence of such warning, the product is deemed to be defective.”). Generally, a manufacturer has a duty to warn of dangers that it either knew or should have known. Tipton v. Michelin Tire Co., 101 F.3d 1145, 1149-50 (6th Cir.1996); CertainTeed Corp. v. Dexter, 330 S.W.3d 64, 79 (Ky.2010) (quoting Post v. Am. Cleaning Equip. Corp., 437 S.W.2d 516, 520 (Ky.1968) (<HOLDING>)). In 2004, Kentucky formally adopted the Options: A. holding that liability for a manufacturer follows only if it knew or should have known of the inherent dangerousness of the product and failed to accompany it with the quantum of warning which would be calculated to adequately guard against the inherent danger B. holding that the destruction of documents which the party knew or should have known would be relevant to a pending or potential lawsuit is sanctionable C. holding that even if the industry and federal regulations evidenced an inherent danger and the defendant knew or should have realized that the device was or was likely to be dangerous for the use for which it was supplied there was a complete absence of evidence that the defendant had reason to believe that the plaintiff or its employees would not realize the danger D. holding that the district court erred because it applied the enhancement without taking into account whether the defendant knew or should have known possession would be unlawful E. holding danger was so open and obvious to plaintiff that as a matter of law he knew or should have known of danger

assistant: The best answer is A. holding that liability for a manufacturer follows only if it knew or should have known of the inherent dangerousness of the product and failed to accompany it with the quantum of warning which would be calculated to adequately guard against the inherent danger