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: (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Company and the issuance, sale and delivery of the Shares have been duly authorized by all necessary corporate action and no further consent or authorization of the Company, its Board of Directors (the “ Board ”) or stockholders is required; and (iii) this Agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, securities, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies, or indemnification or by other equitable principles of general application.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The closing of the transactions contemplated by this Agreement (“ Closing ”) shall take place simultaneously with the execution of this Agreement on the date hereof (the “ Closing Date ”) at the offices of Blank Rome LLP, 405 Lexington Ave., New York, New York 10174, or such other place as mutually agreed in writing by the Parties.

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

user: The obligations of confidentiality and limitations on use under this Agreement shall survive termination of this Agreement for a period of five (5) years from the execution of this Agreement; PROVIDED, HOWEVER, notwithstanding the term of this Agreement, any provisions hereof that by their nature extend beyond such term or termination shall remain in effect beyond such term or termination under this Section 6 until fulfilled and shall apply to either Party's successors and assigns.

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: no advice or information , whether oral or written , obtained by you from evernote or through or from the service shall create any warranty not expressly stated in these terms of service .

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: Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the Chairman of the Compensation Committee of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee's Service Relationship shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee's right to exercise such portion of the Stock Option (or the optionee's representatives and legatees as applicable) in the event of a termination of the optionee's Service Relationship shall continue until the earliest of: (i) the date which is: (A) 12 months following the date on which the optionee's Service Relationship terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which the optionee's Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing, an Award Agreement may provide that if the optionee's Service Relationship is terminated for Cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee's termination and shall not thereafter be exercisable.

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: This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to this ARTICLE IX, shall remain in effect until the expiration of the Royalty Term throughout the Territory (the “ Term ”). Upon expiration of the Term, all rights and licenses granted to Novartis pursuant to Section 3.1 shall survive, and shall become fully paid-up, perpetual and irrevocable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with the proposal that plaintiffs buy the business. Plaintiffs also submit an affidavit stating that the first meeting about the proposed purchase occurred in Ohio, and that extensive negotiations occurred between the parties by mail, telephone, and facsimile, which negotiations were conducted by plaintiffs from Clermont County, Ohio. The Ohio Supreme Court has held that when a defendant negotiated a contract by telephone with a plaintiff located in Ohio and mailed the contract to Ohio, the facts were sufficient to establish that Ohio courts had personal jurisdiction over the defendant. Kentucky Oaks Mall Co. v. Mitchell’s Formal Wear, Inc. (1990), 53 Ohio St.3d 73, 559 N.E.2d 477. See, also, Hammill Mfg. Co. v. Quality Rubber Prod., Inc. (1992), 82 Ohio App.3d 369, 612 N.E.2d 472 (<HOLDING>); Cincinnati Art Galleries v. Fatzie (1990), 70 Options: A. holding that the mere delivery of documents does not confer jurisdiction B. holding that a states law is materially different from california law if application of the other states law leads to a different result C. holding that negotiations by telephone between parties in different states enough to confer personal jurisdiction D. holding that summary judgment order that does not dispose of all claims between parties does not confer appellate jurisdiction because it is not a final decision under 28 usc 1291 E. holding that a choice of law provision is not sufficient to confer personal jurisdiction over a nonresident defendant

assistant: The best answer is C. holding that negotiations by telephone between parties in different states enough to confer personal jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: depending on which of our premium services for which you have a free trial , you may lose access to the premium service as soon as you cancel or at the end of the free trial period .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses (including the reasonable fees and expenses of legal counsel) for which invoices have been presented (so long as such invoices have been presented at least one Business Day prior to the Closing Date). All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.

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: Neither party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that prior to the Closing Date, Buyer may, without the prior written consent of Seller, assign all or any portion of its rights under this Agreement to an Affiliate so long as Buyer shall deliver to Seller, at least seven (7) Business Days prior to Closing, written notice of such assignment together with reasonable written documentation evidencing the fact that such assignee is an Affiliate of Buyer. Notwithstanding the foregoing, no assignment by Buyer shall relieve Buyer of any of its obligations hereunder, and any permitted assignee of this Agreement pursuant to the preceding sentence shall expressly assume all of Buyer’s obligations and liabilities hereunder, and a copy of such assignment and assumption shall be provided to Sellers. Buyer shall remain primarily liable hereunder in the event of any assignment by it.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and any matter relating to the Performance Stock Units will be construed, administered and governed in all respects under and by the applicable laws of the State of Minnesota, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement, the Plan, the award of Performance Stock Units or the Stock to the substantive law of another jurisdiction.

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: by Plain Dealer. Moreover, subsection (c)(7) of those regulations permits, on its face, unbridled discretion and therefore an inherent threat of arbitrary decision making. Since Gannett did not involve a facial challenge to adopted licensing requirements, it is inapplicable to this instant case. B. Provision Granting the Architectural Board of Review With Standardless Discretion Is Unconstitutional The provision requiring the Board to approve the design of newsracks is unconstitutional under a time, place and manner analysis because the provision is not narrowly tailored to serve a significant governmental interest. See Perry Education Association v. Perry Local Educators’ Association, 460 U.S. 37, 45, 103 S.Ct. 948, 954, 74 L s Board, 301 U.S. 103, 57 S.Ct. 650, 81 L.Ed. 953 (1937) (<HOLDING>) as authority for the above proposition. Options: A. holding that the national labor relations act does not unconstitutionally abridge the freedom of the press in that it does not interfere with the right to discharge any employee for any proper cause B. holding that a district court may have jurisdiction over action taken by the national labor relations board despite an express statutory finality provision when the agency has acted in excess of its delegated powers and contrary to a specific prohibition in the national labor relations act C. holding ports authority was not an employer subject to the jurisdiction of the national labor relations board D. holding that the nlrb was a creditor within the meaning of the code because it had been granted the power to enforce the national labor relations act even though a back pay award was made to individual workers not to the government E. holding that the but for test applied in a mixed motive case under the national labor relations act

assistant: The best answer is A. holding that the national labor relations act does not unconstitutionally abridge the freedom of the press in that it does not interfere with the right to discharge any employee for any proper cause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by law, rule, or regulation having been followed; or (3) unsupported by substantial evidence.” Chase-Baker v. Dep’t of Justice, 198 F.3d 843, 845 (Fed.Cir.1999) (citing 5 U.S.C. § 7703(c)). On appeal, Ms. Plasai argues that the settlement agreement should be voided as involuntary. Because Ms. Plasai first questioned the voluntariness of the settlement agreement in a petition for review by the full board, not during the dismissal proceeding with the AJ, she has waived this argument before us. See Bosley v. Merit Sys. Prot. Bd., 162 F.3d 665, 668 (Fed.Cir.1998) (“if the party ... raises an issue for the first time in a petition for review by the full Board, this court will not consider the issue.”); see also Sargent v. Dep’t of Health & Human Servs., 229 F.3d 1088, 1091 (Fed.Cir.2000) (<HOLDING>). However, even if Ms. Plasai had properly Options: A. holding an issue not raised in the bankruptcy court was waived on appeal B. holding that an issue not raised on appeal is waived C. holding issue not raised in the bankruptcy court was waived on appeal D. holding that issues not raised before a district court are waived on appeal E. holding that the issue of the voluntariness of a settlement agreement is waived on appeal if not raised before the board

assistant: The best answer is E. holding that the issue of the voluntariness of a settlement agreement is waived on appeal if not raised before the board
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: losses to contracting parties as well as losses to third-parties. Id. The Supreme Court of Ohio has defined indemnity as arising “from contract, express or implied, and is a right of a person who has been compelled to pay what another should pay in full to require complete reimbursement.” Travelers Indem. Co. v. Trowbridge, 41 Ohio St.2d 11, 13-14, 321 N.E.2d 787 (Ohio 1975), overruled on other grounds by Motorists Mut. Ins. Co. v. Huron Rd. Hosp., 73 Ohio St.3d 391, 653 N.E.2d 235 (Ohio 1995). Defendants cite to no case that expressly limits the principle of indemnification to third-party damages. Further, there is no other contractual provision in the License Agreement referring to third-party claims that could be used to narrow the scope of section 24(a). See Mead, 319 F.3d at 798 (<HOLDING>). Absent an express limitation on the Options: A. holding that thirdparty indemnity claims are not premature B. holding that a contracts indemnification clause which did not contain an express limitation to thirdparty claims should be read in conjunction with a separate contract clause that stated that a partys liability for thirdparty claims should be limited to indemnification C. holding that a contract should be read to give reasonable meaning to all provisions of that contract D. holding that limitations from the specification should not be read into the claims E. holding that the governments cooperation with a thirdparty is not sufficient to establish a thirdparty beneficiary relationship

assistant: The best answer is B. holding that a contracts indemnification clause which did not contain an express limitation to thirdparty claims should be read in conjunction with a separate contract clause that stated that a partys liability for thirdparty claims should be limited to indemnification
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: In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

assistant: Specific Performance
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: In case any provision in this Third Amendment and Limited Waiver shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Third Amendment and Limited Waiver and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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: All notices hereunder must be in writing in the English language and will be deemed given if delivered personally or by facsimile transmission (receipt verified), mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by reputable express courier service, to the following respective addresses (or at such other address for a Party as may be specified by like notice; provided, that notices of a change of address will be effective only upon receipt thereof).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Nothing in this Agreement is intended to affect any obligation the Company may have under applicable law, its governing documents, or through an individual agreement to indemnify Executive. For the avoidance of doubt, notwithstanding the termination of the Term or any provision herein to the contrary, the Company shall honor its obligations under all indemnification agreements and its charter and bylaw provisions providing for indemnification or advance of expenses to the Executive.

assistant: Indemnifications
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: viber will consider anything you provide to viber , including feedback , ideas or suggestions and/or contribute to this service as available for our use free of any obligations to you ( including any payment ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant hereby acknowledges that the Participant has reviewed with the Participant's own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: order denying its motion to quash a § 1782 subpoena. The Ninth Circuit addressed an analogous situation when it concluded that it “ha[d] appellate jurisdiction over the district court’s order denying the motion for a protective order” on a § 1782 subpoena. Id. at 567. Similarly, the Second Circuit has held that denials of motions to vacate § 1782 orders and denials of motions to quash subpoenas issued pursuant to such orders are immediately appealable. See In re Aldunate, 3 F.3d 54, 55, 57 (2d Cir. 1993) (“The [discovery targets] moved to vacate the district court’s [§ 1782] order and quash the subpoenas.... We have jurisdiction over this appeal pursuant to 28 U.S.C. § 1291.”); In re Letters Rogatory Issued by Dir. of Inspection of Gov’t of India, 385 F.2d 1017, 1018 (2d Cir. 1967) (<HOLDING>). Unlike Credit Suisse, which appealed only the Options: A. holding that untimeliness is sufficient grounds for denying a motion to quash B. holding an order denying a motion for summary judgment is interlocutory and not appealable C. holding that an order denying a motion to vacate a 1782 order and denying a motion to quash the subpoena was immediately appealable D. holding that a denial of a motion to quash a grand jury subpoena is not final and therefore not appealable E. holding that denial of motion to vacate discovery order and to quash subpoena issued pursuant to 28 usc 1782 constitutes final appealable decision

assistant: The best answer is C. holding that an order denying a motion to vacate a 1782 order and denying a motion to quash the subpoena was immediately 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: This Agreement represents the entire agreement and understanding between the Company and Executive with respect to the matters set forth herein, and supersedes and replaces any and all prior agreements and understandings concerning Executive's employment relationship with the Company entered into prior to the date hereof, but it does not supersede or replace any written agreements entered into simultaneous with this Agreement or thereafter.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 375 U.S. 51 84 S.Ct. 152 11 L.Ed.2d 108 Elmer BANKSv.WAINWRIGHT. No. 76, Misc. Supreme Court of the United States October 21, 1963 Elmer Banks, pro se. Richard W. Ervin, Atty. Gen. of Florida, and A. G. Spicola, Jr., Asst. Atty. Gen., for respondent. On Petition for Writ of Certiorari to the Supreme Court of Florida. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for a writ of certiorari are granted. The judgment is vacated and the case is remanded to the Supreme Court of Florida for further consideration in light of Gideon v. Wainwright, 372 U.S. 335, 83 S.Ct. 792, 9 L.Ed.2d 799. 2 Mr. Justice DOUGLAS and Mr. Justice CLARK dissent for the reason that the judgment rests on an adequate state ground.

assistant: 1
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 was adopted by the Board to be effective on the date the Plan is approved by the stockholders of the Company (the “ Effective Date ”). No Awards may be granted under this Plan on and after the tenth anniversary of the Effective Date; however, any Award granted prior to such termination date, and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of this Plan, shall extend beyond such termination date until the final disposition of such Award.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Green, 35 P.3d 14, 22-23 (Alaska 2001); Ayers v. Day & Night Fuel Co., 451 P.2d 579, 581 (Alaska 1969); cf. Dault v. Shaw, 322 P.3d 84, 93-94 (Alaska 2013) (applying the presumption to a prescriptive easement and not- ' ing that “the crucial fact is that the initial use was by permission”). We have not applied this presumption in every case. See Penn, 615 P.2d at 3 (discussing permissive use without applying presumption); Alaska Nat'l Bank v. Linck, 559 P.2d 1049, 1052-54 (Alaska 1977) (not discussing presumption at all). 30 . Vezey, 35 P.3d at 22-23 (quoting Smith v. Krebs, 768 P.2d 124, 126 (Alaska 1989)). 31 . See Glover v. Glover, 92 P.3d 387, 392, 395 (Alaska 2004) (remanding for more factual findings on hostility where occupancy began as a lease); Ayers, 451 P.2d at 581-82 (<HOLDING>). 32 . Peters v. Juneau-Douglas Girl Scout Options: A. holding adverse possessor failed to overcome presumption in light of evidence he made a rent payment to fee owners B. holding that the defendant cannot overcome this presumption of service merely by denying that he did not receive the complaint C. holding evidence insufficient to overcome presumption of correctness D. recognizing presumption and finding that it was overcome E. holding that the presumption that rule 45 does not apply to the federal government can only be overcome by affirmative evidence

assistant: The best answer is A. holding adverse possessor failed to overcome presumption in light of evidence he made a rent payment to fee owners
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Participant with the higher Net After Tax Amount; however, if the reductions imposed under this Article VI are in excess of the amount of benefits payable or provided under this Plan, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Plan, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Plan and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Act.” 815 ILCS 525/40(c) (emphasis added). That plaintiff did not report the illegal activity directly to the Illinois Attorney General or State’s Attorney is not fatal to his claim of retaliatory discharge. See Michael v. Precision Alliance Group, LLC, 2011 IL App (5th) 100089 ¶ 24, 351 Ill.Dec. 890, 952 N.E.2d 682 (2011) (“[I]n no instance has Illinois required, an employee to make a direct report to a government agency.”). Defendants’ argument that there is no express or implied private right of action under the Illinois Prizes and Gifts Act is also misplaced. Plaintiff is alleging the common law tort of retaliatory discharge, not an implied or express statutory private right of action. See Bea v. Bethany Home, Inc., 333 Ill.App.3d 410, 415, 266 Ill.Dec. 781, 775 N.E.2d 621 (2002) (<HOLDING>); Harris v. Bethesda Lutheran Homes, Inc., No. Options: A. recognizing that a texas common law claim for retaliatory discharge is a claim sounding in tort B. recognizing the difference between statutory cause of action for retaliation and common law tort of retaliatory discharge C. recognizing retaliatory discharge tort implied by the workers compensation act D. recognizing the tort of retaliatory discharge E. recognizing retaliatory discharge cause of action when plaintiff discharged for whistleblowing

assistant: The best answer is B. recognizing the difference between statutory cause of action for retaliation and common law tort of retaliatory discharge
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: Neither the Borrower nor any other Loan Party or any ERISA Affiliate, has any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA nor maintains any employee welfare benefit plan (as defined in Section 3(l) of ERISA) that primarily provide for health and welfare benefits to retired employees or other former employees (other than as required by Section 601 of ERISA).

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: Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto. Other Stock-Based Awards that vest solely based on the passage of time shall be zero percent vested prior to the first anniversary of the date of grant (or, in the case of Awards to Non-employee Directors, if earlier, the date of the first annual meeting held after the date of grant), no more than one-third vested prior to the second anniversary of the date of grant (or, in the case of Awards to Non-employee Directors, if earlier, the date of the second annual meeting held after the date of grant), and no more than two-thirds vested prior to the third anniversary of the date of grant (or, in the case of Awards to Non-employee Directors, if earlier, the date of the third annual meeting held after the date of grant). Other Stock-Based Awards that do not vest solely based on the passage of time shall not vest prior to the first anniversary of the date of grant (or, in the case of Awards to Non-employee Directors, if earlier, the date of the first annual meeting held after the date of grant). The two foregoing sentences shall not apply to (1) Performance Awards granted pursuant to Section 11(i) or (2) Other Stock-Based Awards granted, in the aggregate, for up to 10% of the maximum number of authorized shares set forth in Section 4(a)(1). Notwithstanding any other provision of this Plan (other than Section 11(i), if applicable), the Board may, in its discretion, either at the time an Other Stock-Based Award is made or at any time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part or all of the restrictions applicable to the Other Stock-Based Award, provided that the Board may only exercise such rights in the following extraordinary circumstances: death, disability or retirement of the Participant, or a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: forth in Padilla, our ruling in this case would remain the same. The use of a federal-court guilty plea in a separate state proceeding is less a "practically inevitable” consequence of that plea, than a rare result of concurrent federal and state prosecutions. Padilla, 130 S.Ct. at 1478-82 (noting that under current law, deportation is more or less an automatic consequence of certain convictions). 2 . While a prior guilty plea can be deemed involuntary for purposes of admission in a later prosecution if the state and federal prosecutors ‘‘colluded’' with each other, there is no evidence of such collusion regarding the prosecutions of Rasheed. United States v. Williams, 104 F.3d 213, 215-17 (8th Cir.1997). 3 . Miranda v. Arizona, 384 U.S. 436, 444, 86 S.Ct. 1602, 16 L.Ed.2d 694 (1966) (<HOLDING>). 4 . Although the tip in this case came from a Options: A. holding interrogation not custodial where suspect was given a choice of being interviewed in police station or elsewhere B. holding that interrogation must cease if the suspect unambiguously asserts his right to counsel C. holding that fifth amendment protection against selfincrimination requires police to notify suspect of right to counsel and to cut off interrogation once suspect invokes the right absent counsel further interrogation may not occur unless suspect initiates subsequent conversation if police initiate subsequent interrogation there can be no valid waiver of counsel even though police advise suspect of his or her constitutional rights and suspect acquiesces in the interrogation D. holding that custodial interrogation by police must not occur prior to suspect being informed of his or her right to counsel and against selfincrimination E. holding that prior to engaging in custodial interrogation police must warn a suspect that he has a right to remain silent that any statement he does make may be used as evidence against him and that he has a right to the presence of an attorney either retained or appointed

assistant: The best answer is D. holding that custodial interrogation by police must not occur prior to suspect being informed of his or her right to counsel and against selfincrimination
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All actions by (including any authorization, consent or approval) or in respect of (including notice to), or filings with, any Governmental Authority or other Person that are required to consummate the Contemplated Transactions will have been obtained or made, in a manner reasonably satisfactory in form and substance to the Sellers’ Representative, and no such authorization, consent or approval will have been revoked.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree that if anyone brings a claim against spotify related to user content that you post , then , to the extent permissible under local law , you will indemnify and hold spotify harmless from and against all damages , losses , and expenses of any kind ( including reasonable attorney fees and costs ) arising out of such claim .

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: please do n't post or solicit personal data regarding or from any third party , including photographs , telephone numbers , street addresses , last names , email addresses and passwords in the interactive areas .

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: required to submit a Form 433-A, Collection Information Statement for Wage Earners and Self-Employed Individuals, which requires the taxpayer to list his or her personal, employment, and financial information. See http://www. irs.gov. 2 . Section 7201 provides: 3 . Section 7206(5) provides. Any person who— (5) Compromises and closing agreements. — In connection with any compromise under section 7122, or offer of such compromise, or in connection with any closing agreement under section 7121, or offer to enter into any such agreement, willfully— (A) Concealment of property. — Conceals from any officer or employee of the United States any property belonging to the estate of a taxpayer or other person liable in respect of the tax, or (B) Withholding, f .2d 1181, 1187-88 (4th Cir.1982) (<HOLDING>). 8 . See Kenny, 973 F.2d at 342 ("The Options: A. holding that the defendant contractor violated 18 usc 286 a companion statute to the criminal fca because his claims were false when submitted even though the false claims were ultimately irrelevant to the total amount paid by the government to the contractor B. holding that submitting false claims to the government could be charged under either the false claims act 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 because nothing in the statutory language of the relevant statutory provisions provided any evidence of an intent to withdraw from one statute a coverage it obviously has standing alone because of a coverage also afforded by another statute C. holding that the defendant could be prosecuted for making false claims against the government under either the false claims statute 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 D. holding that the defendant could be prosecuted for corrupt persuasion of a jury witness under either 18 usc 1503 which prohibits obstruction of justice or 18 usc 1512 which prohibits tampering with a witness E. holding that in a criminal mail fraud prosecution under 18 usc 1341 where proof of specific intent is required it may be found from a material misstatement of fact made with reckless disregard for truth

assistant: The best answer is C. holding that the defendant could be prosecuted for making false claims against the government under either the false claims statute 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343
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: she swore to its accuracy before a notary public. At that instant, the crime became choate. Welch v. State, 71 Tex.Crim. 17, 157 S.W. 946, 946-47 (1913). There was no need for anyone else to see or rely upon the document. Id. d. Was the Oath Required or Authorized by Law In her concluding paragraph under Points One, Two and Three, the Appellant closed by saying that the “written statement is not a statement ‘required or authorized by law to be made under oath.’” We again disagree. The stipulations evinced that Chambers was a notary public. As such, she was authorized by law to administer oaths. Tex.Gov. Code Ann. § 406.016(a) (Vernon 1990). Her authority did not wane because nothing required the Appellant to act under oath. Campbell v. State, 43 Tex.Crim. 602, 68 S.W. 513, 514 (1902) (<HOLDING>). Thus, the oath was one authorized by law. e. Options: A. holding a fourth amendment violation can only be raised by those whose rights were violated by the search itself not by those who are aggrieved solely by the introduction of damaging evidence B. holding that a notary has authority to swear persons whether it be to necessary affidavits and those required by law or those which are purely voluntary C. holding those who are to perform the command of the writ are necessary parties D. holding that bond protecting those persons who do work or furnish materials did not protect bank lending money to contractor for payment to those persons E. holding that a plaintiffs lack of knowledge regarding the number of affected persons does not bar class certification when defendant has the means to identify those persons at will

assistant: The best answer is B. holding that a notary has authority to swear persons whether it be to necessary affidavits and those required by law or those which are purely voluntary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall inure to the benefit of and shall be binding upon the Company and upon any person, firm or entity with which the Company may be merged or consolidated or which may acquire all or substantially all of the Company’s assets through sale, lease, liquidation or otherwise. The rights and benefits of Executive are personal to him and no such rights or benefits shall be subject to assignment or transfer by Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Borrower nor any of its Restricted Subsidiaries and, to the knowledge of the Borrower, none of the respective officers, directors, brokers or agents of the Borrower or such Restricted Subsidiary has violated or is in violation of any Anti-Corruption Laws, where such violation could reasonably be expected to result in a material liability on the part of the Borrower or any of its Restricted Subsidiaries.

assistant: Anti-Corruption 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: Each of the Lenders and the Issuing Bank hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Bank, and neither Borrower nor any of their Subsidiaries shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prejudice. As Plaintiff has not meet the standard for injunctive relief on the presented claims, his claims for injunctive relief are dismissed without prejudice. 2. Americans with Disabilities Act Plaintiff additionally alleges Defendants Marino and Armstrong violated the ADA by failing “to make a reasonable accommodation for the Plaintiffs disability by providing him ... the benefit of access to video teleconference equipment for his May 29, 201[4] [PCR] hearing....” (Docket Entry 1 ¶ 62). The ADA does not create private causes of action against individuals, see Boggi v. Med. Review and Accrediting Council, 415 Fed.Appx. 411, 415 (3d Cir.2011) (individual defendants cannot be sued in their individual capacities under the ADA); Emerson v. Thiel College, 296 F.3d 184, 190 (3d Cir.2002) (<HOLDING>), thus, Plaintiff may only bring an ADA claim Options: A. holding that there is no right of recovery against individual defendants under the ada B. holding that title ii of the ada is not applicable to the federal government C. holding that there is no individual liability under title vii D. holding no individual liability under the adea E. holding there was no individual liability under titles i ii or iii of the ada

assistant: The best answer is E. holding there was no individual liability under titles i ii or iii of the ada
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 invalidity or unenforceability of any particular provision of this Guaranty shall not affect the other provisions, and this Guaranty shall be construed in all respects as if any invalid or unenforceable provision were omitted.

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: Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, the LC Issuer or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender or the LC Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

assistant: Submission To Jurisdiction