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: Upon the reasonable request of the Company, each Subscriber will execute and deliver, or cause to be executed and delivered, all further documents and instruments and take all further action as may be reasonably necessary in order to satisfy its obligations under this Agreement. Each Subscriber will not, directly or indirectly, take any action that would make any representation or warranty of such Subscriber contained herein untrue or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or materially delaying such Subscriber from performing any of such Subscriber’s obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Lenders agree to indemnify Agents (to the extent not reimbursed by the Loan Parties), in accordance with their respective Aggregate Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by such Agent under this Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse each Agent promptly following demand for its ratable share, as set forth above, of any out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiation, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Loan Document, to the extent that such Agent is not reimbursed for such expenses by the Loan Parties. If after payment and distribution of any amount by any Agent to Lenders, any Lender or any other Person, including the Loan Parties, any creditor of any Loan Party, a liquidator, administrator or trustee in bankruptcy, recovers from such Agent any amount found to have been wrongfully paid to such Agent or disbursed by such Agent to Lenders, then Lenders, in accordance with their respective Aggregate Percentages, shall reimburse such Agent for all such amounts. The obligations of Lenders under this Section 12.5 shall survive the payment in full of all Obligations and the termination of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, each applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in clause (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender agrees that its obligation to acquire participations pursuant to this Section 2.5(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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 and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 8(a) . Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears, at the principal place of business of the Holder. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission or delivery, if such notice or communication is delivered via facsimile at the facsimile number, or delivered by a U.S. nationally recognized overnight courier service to the address, set forth on the signature pages attached hereto prior to 5:30p.m. (Los Angeles time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number, or delivered by such courier service to the address, set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (Los Angeles time) on any Business Day, or (c) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

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: The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between Company and Warrant Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures (including reasonable counsel fees and expenses) that the Warrant Agent may reasonably incur in the preparation, delivery, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Warrant Agent fees, including postage and any out-of-pocket and/or per item fees incurred by the Warrant Agent, shall be paid in accordance with the payment terms and instructions set forth on each invoice provided to the Company by the Warrant Agent. It is understood and agreed that all services to be performed by Warrant Agent shall cease if full payment for its services has not been received in accordance with such payment terms and conditions, and said services will not commence thereafter until all payment due has been received by Warrant Agent.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: parents and kids can use microsoft family features to build trust based on a shared understanding of what behaviors , websites , apps , games , physical locations , and spending is right in their family .

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: As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, of which approximately 5,371,771 shares are issued and outstanding; and (ii) 30,000,000 shares of preferred stock, of which 54,631,771 are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 9,995,456 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti- dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Participant’s benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participant’s benefit, or withhold such amount from other wages payable to the Participant. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax.

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: U.S. 756, 767 n. 8, 107 S.Ct. 3102, 3109 n. 8, 97 L.Ed.2d 618 (1987) (“We normally presume that a jury will follow an instruction to disregard inadmissible evidence inadvertently presented to it, unless there is an overwhelming probability that the jury will be unable'to follow the court's instructions and a strong likelihood that the effect of the evidence would be devastating to the defendant”) (internal quotation marks and citations omitted); United States v. Walker, 99 F.3d 439, 443 (D.C.Cir. 1996) ("We have no cause to doubt that the jury followed the court's curative instructions [to disregard improper testimony], therefore we do not believe the trial judge abused his discretion in denying the motion for a mistrial.”); United States v. Burroughs, 935 F.2d 292, 295 (D.C.Cir.1991) (<HOLDING>). 7 . See United States v. Glover, 153 F.3d Options: A. holding that the sixth circuit erred in finding that the state courts jury instructions were contrary to clearly established federal law B. holding that ujnless there is some good reason for finding otherwise courts proceed on the basis that the jury does comply with cautionary instructions C. holding that sometimes the risk of prejudice can be allayed by proper cautionary instructions D. holding that a jury is presumed to follow the trial courts instructions E. holding that the law presumes that the jury will follow the courts instructions

assistant: The best answer is B. holding that ujnless there is some good reason for finding otherwise courts proceed on the basis that the jury does comply with cautionary instructions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employee shall be entitled to four (4) weeks of paid vacation per calendar year. Such vacation shall be taken at a time or times acceptable to the Company. The Employee shall be allowed to carry forward any unused vacation into the next calendar year for up to one (1) month with the prior written approval of the Company’s Chief Financial Officer.

assistant: Vacations
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: follows: ($3,000,000 x 0.11) 4- (365 days x 350 days) 4- 2 = $158,217.50. 9 . Meekers’ insistence that "there were no pleadings” at issue against them, begs the question. When Meekers were joined as counterclaim defendants on March 6, 1997, the issues pending were Defendants’ counterclaims against Bydalek. Accordingly, Meek-ers and Bydalek were the only parties with a common interest, i.e., to successfully defend against Defendants’ counterclaims. Although Defendants’ counterclaims sought no direct relief against Meekers, we have previously held that the resolution of those issues had the potential for adversely affecting Meekers. 10 .All rule references are to Missouri Supreme Court Rules (1999) unless otherwise indicated. 11 . See Thummel v. King, 570 S.W.2d 679, 688 (Mo.banc 1978) Options: A. holding that any error was harmless and thus not plain error B. holding that failure to give proper instruction regarding disputed element of crime charged was fundamental error requiring reversal and stating that fundamental error is not subject to harmless error review C. holding it is fundamental error in briefing to group numerous incidents of error into a single point relied on where the incidents of error do not relate to a single issue D. holding that lack of appellate jurisdiction is fundamental error E. recognizing plain or fundamental error

assistant: The best answer is C. holding it is fundamental error in briefing to group numerous incidents of error into a single point relied on where the incidents of error do not relate to a single issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As a condition of receiving any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits, Executive must execute and deliver to the Company and not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit A hereto. Such release must be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s Date of Termination. The Company shall deliver to Executive the appropriate form of release of claims for Executive to execute within five (5) business days following the Date of Termination.

assistant: Releases
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: proximity to a suspected drug location is insufficient to create reasonable suspicion on the part of police.”), when combined with other factors, the high crime nature of an area may support a stop. See United States v. Brown, 159 F.3d at 149-50. In this ease, the area around Seventh and Jefferson Streets, although considered a high crime area, is also a residential neighborhood. Officer Prado admitted that the area is a residential neighborhood in his testimony. In fact, McCray’s grandmother lived very near the scene of the stop. In addition, although 10:45 p.m. is late, it is not unheard of for neighbors in a community to stand outside and talk late on a summer evening. But see United States v. Dover, Crim A. No. 96-181,1996 U.S. Dist. LEXIS 17415, at *11 (E.D.Pa. Nov. 26, 1996) (<HOLDING>). It is certainly not suspicious conduct for Options: A. holding that a group of men standing with known drug traffickers who fled when officers approached established reasonable suspicion B. holding that an officers observation of a man holding his hand out with a group of other men looking down at his open palm in an high drug trafficking area late at night constituted reasonable suspicion C. holding that the police officer had reasonable suspicion when he saw a vehicle moving with its lights off in the parking lot of a closed business in a rural area at 300 am D. holding that the fact that a group of men surrounding a car parked in a marked bus stop dispersed upon the approach of investigating officers was relevant to a reasonable suspicion determination E. holding that police officers had reasonable suspicion of criminal activity after observing a group of men huddled around a closed store at 2 am

assistant: The best answer is E. holding that police officers had reasonable suspicion of criminal activity after observing a group of men huddled around a closed store at 2 am
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 an illegal official policy or legislative enactment; (2) that an official with final decision making authority ratified illegal actions; (3) the existence of a policy of inadequate training or supervision; or (4) the existence of a custom of tolerance or acquiescence of federal rights violations. Burgess, 735 F.3d at 478 (citing Thomas v. City of Chattanooga, 398 F.3d 426, 429 (6th Cir.2005)). As indicated in the preceding section, “[a] municipality ‘may not be sued under § 1983 for an injury inflicted solely by its employees or agents.’ ” Id. (quoting Monell, 436 U.S. at 694, 98 S.Ct. 2018). The requirements for a valid § 1983 claim against a municipality apply equally to private corporations that are deemed state actors for purposes of § 1983. See Street, 102 F.3d at 817-18 (<HOLDING>); Starcher v. Corr. Med. Sys., Inc., 7 Options: A. holding that a corporations principal place of business for determining diversity jurisdiction under 28 usc 1332c1 is the nerve center meaning the corporations headquarters or the place where a corporations officers direct control and coordinate the corporations activities B. recognizing a cause of action against a corporations directors brought by a creditor for the fraudulent misrepresentation of the corporations financial condition C. recognizing private right of action D. recognizing a similar exception to its rule with respect to corporations E. recognizing that monel s holding has been extended to private corporations

assistant: The best answer is E. recognizing that monel s holding has been extended to private corporations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in denying the defendants a reduction for acceptance of responsibility under Sentencing Guidelines § 3E1.1 As discussed in Part II.A. above, the Supreme Court in Buford applied a deferential standard of review to a district court’s application of Sentencing Guidelines § 4B1.2 to the undisputed facts. Buford, 532 U.S. at 64-65, 121 S.Ct. 1276. The Court noted “the fact-bound nature of the legal decision, the comparatively greater expertise of the District Court, and the limited value of uniform court of appeals precedent....” Id. at 66, 121 S.Ct. 1276. Following the reasoning of Buford and of this court in Jackson-Randolph, 282 F.3d at 388-90, an unreported decision has applied the deferential standard of review to § 3E1.1. United States v. Miller, 45 Fed.Appx. 359, 364 (6th Cir. 2002) (<HOLDING>). Section 3El.l’s commentary further supports Options: A. holding that it was clearly permissible for the district court to condition the reduction for acceptance of responsibility on the defendants willingness to provide information identifying the drug source B. holding that the courts conclusion that transfer was appropriate is to be accorded great deference C. holding that the district courts denial of a reduction for acceptance of responsibility is a factual question and should be accorded great deference and should not be disturbed unless clearly erroneous D. holding that denial of reduction for acceptance of responsibility was a penalty which could not be imposed for defendants assertion of fifth amendment privilege E. holding that trial courts determination of whether defendant accepted responsibility should not be disturbed unless it is without foundation

assistant: The best answer is C. holding that the district courts denial of a reduction for acceptance of responsibility is a factual question and should be accorded great deference and should not be disturbed unless clearly erroneous
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: the viber group does not warrant or make any representations regarding the use or the results of the use of the material , information , software , facilities , services , or other content on the service or any websites linked to the service in terms of their correctness , accuracy , reliability , or otherwise .

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: No consent or waiver, express or implied, by any party to or of any breach or default by any other party in the performance by such other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other party hereunder. Failure on the part of any party to complain of any act or failure to act of any other party or to declare any other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first party of any of its rights hereunder. The rights and remedies provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or equity.

assistant: No 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subscriber may download or copy the content , and other items displayed on the site for download , for personal use only , provided that subscriber maintains all copyright and other notices contained in such content .

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: has “no requirement of some overt act ..., unlike the general conspiracy provision, which requires that at least one of the conspirators have committed an act to effect the object of the conspiracy.” The amended complaint alleges facts sufficient to demonstrate, if proven, that each of the Counter/Third-Party Defendants and Greco agreed to further the fraudulent scheme as well as the resulting injuries. The Counter/Third-Party Defendants further allege that the RICO con spiracy claim (Count II) is entirely depen-dant on the substantive RICO claim (Count I). This proposition is incorrect. Salinas, 118 S.Ct. at 478(upholding a RICO conspiracy conviction despite defendant’s acquittal on the substantive RICO charge); Rehkop v. Berwick Healthcare Corp., 95 F.3d 285, 287 (3rd Cir.1996) (<HOLDING>). A plaintiff asserting a violation of § Options: A. holding that union members had standing to bring rico claims for reduced compensation under collective bargaining agreement B. holding that plaintiff had standing to bring a rico conspiracy claim despite his inability to bring a substantive rico claim C. holding that plaintiffs cannot claim that a conspiracy to violate rico existed if they do not adequately plead a substantive violation of rico D. holding that the rico bar applies even where the plaintiff does not have standing to bring a securities fraud action E. holding that state courts have concurrent jurisdiction over rico claims and that plaintiffs federal rico claim was barred by res judicata since he failed to bring his rico claim along with his state fraud claims in prior state court action

assistant: The best answer is B. holding that plaintiff had standing to bring a rico conspiracy claim despite his inability to bring a substantive rico claim
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: Lessee shall reimburse Lessor for Lessor’s reasonable costs and expenses incurred in conjunction with the processing and documentation of any Transfer, including reasonable attorneys’, architects’, engineers’ or other consultants’ fees whether or not such Transfer is actually consummated.

assistant: Costs
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 shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “ Tax Date ”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under generally accepted accounting principles then in effect). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

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 legal provision and list the applicable contract clause categories. Provision: Within five (5) business days following the Effective Date of this Agreement, MusclePharm shall pay to Capstone cash in the amount of Eleven Million Dollars (US $ 11,000,000) (“ Cash Amount ”) by wire transfer into the account designated in the wire transfer instructions attached hereto as Exhibit A .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Under the Longshoremen’s and Harbor Workers’ Compensation Act, 32 Am. U. L. Rev. 717, 739 (1983) ("[Ilf a worker’s employment only temporarily aggravated a chronic nonoccupational disability, a permanent disability compensation award would not be justified. Rather, compensation could be awarded only for the temporary time period of the aggravation”). Furthermore, employment exposure that only temporarily aggravates a claimant’s ailment lacks the causal connection necessary to support a permanent disability award. 820 ILCS 31071(d) (West 1994) (an employment-aggravated occupational disease is a disease "which has become aggravated and rendered disabling as a result of the exposure of the employment” (emphasis added)); Hash v. Montana Silversmith (1992), 256 Mont. 252, 846 P.2d 981 (<HOLDING>). Accordingly, the arbitrator’s permanent Options: A. holding that workers compensation statutes do not prohibit claimant from receiving permanent partial disability benefits from prior accident concurrently with temporary total disability benefits from subsequent injury B. holding that claimant may simultaneously receive unemployment benefits and workers compensation for temporary partial disability where statute only precludes receipt of workers compensation for temporary total or permanent total disability if claimant is receiving unemployment benefits C. holding that disability pension benefits could be offset against both temporary and total permanent disability compensation benefits D. holding that determination of causation in permanent disability hearing not barred by estoppel because wlhether an industrial accident caused temporary total disability or permanent partial disability are two distinct questions E. holding that a totally disabled claimant whose preexisting osteoarthritis was temporarily aggravated by her employment was entitled to temporary total disability benefits but not permanent total disability benefits because there was no causal connection between the temporary aggravation and the permanent disability

assistant: The best answer is E. holding that a totally disabled claimant whose preexisting osteoarthritis was temporarily aggravated by her employment was entitled to temporary total disability benefits but not permanent total disability benefits because there was no causal connection between the temporary aggravation and the permanent disability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the Company’s definitive proxy statement filed with the SEC on April 22, 2016, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

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: necessarily constitute bad faith, particularly when the valuation of the injuries and damages of a claim is difficult. Here, in light of the uncertainties regarding [the plaintiffs] future earning power and the inherently subjective nature of much of the plaintiffs’ damages, a reasonable jury could not find [the defendant’s] lower valuation of the claim to be clear and convincing evidence of bad faith. Williams v. Hartford Cas. Ins. Co., 83 F.Supp.2d 567, 576 (E.D.Pa.2000); see also Kosierowski v. Allstate Ins. Co., 51 F.Supp.2d 583, 592 (E.D.Pa.1999) (“Even cases such as Klinger that acknowledge that a refusal to settle may constitute bad faith so hold only when the amount in question is clearly known by the insurer.” (citing Klinger, 115 F.3d at 233)); Terletsky, 649 A.2d at 688-89 (<HOLDING>). Defendant’s valuation of Plaintiffs injuries Options: A. holding that an insurer acted in bad faith by failing to keep the insured informed of settlement negotiations B. holding a settlement privilege exists as to thirdparty discovery of settlement negotiations C. holding that proceeds of a litigation settlement were an identifiable fund and thus a proper subject of a misappropriation and conversion claim D. holding that a settlement agreement is not a court order and therefore a violation of the settlement agreement would not subject a party to contempt E. holding that defendants low settlement offers were not evidence of bad faith because many factors including medical ambiguities injury severity ear damage and liabilities of each driver were used to determine settlement values and were thus reasonably based

assistant: The best answer is E. holding that defendants low settlement offers were not evidence of bad faith because many factors including medical ambiguities injury severity ear damage and liabilities of each driver were used to determine settlement values and were thus reasonably based
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 training, possibly racially based, created an atmosphere where he continued to fall behind in his work such that even the subsequent individualized training could not remedy his shortcomings. A jury could therefore infer that the initial lack of training set off a chain of events that lead to a racially motivated decision to fire him. c. Similarly situated employees Plaintiff claims that he was treated differently from several similarly situated non-African-American employees who were transferred to other projects at the time he was terminated. To establish that another employee is similarly situated, the plaintiff must present evidence that the conduct for which he was fired was nearly identical to that of the other employee. See Smith v. WaV-Mart Stores (No. 471), 891 F.2d at 1178 (<HOLDING>); Green v. Armstrong Rubber Co., 612 F.2d 967, Options: A. holding that plaintiff was not similarly situated to another employee who also engaged in protected activity for purposes of plaintiffs retaliation claim B. holding that a plaintiff who did not show that he was paid at a lower rate than similarly situated employees could not survive summary judgment C. holding that employee who violated a different policy of the store than plaintiff was not similarly situated D. holding that a similarly situated employee is one who is comparable to plaintiff in all material respects E. holding in a challenge to a zoning deci sion that the plaintiff was not similarly situated to others who received different treatment for different reasons

assistant: The best answer is C. holding that employee who violated a different policy of the store than plaintiff was not similarly situated
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: conclude whether the trial court assumed that appellant or the Commonwealth had the burden of proving that appellant was amenable to the juvenile system. In any event, assuming arguendo that appellant is correct in asserting that the Commonwealth had the burden of proving that appellant should not be sentenced by the juvenile system, and, therefore, that the trial court erred in placing the burden of proof on appellant, we must still conclude that the trial court’s denial of appellant’s request for a transfer was not an abuse of discretion. We have reviewed the record and the trial court’s opinion and find that the trial court carefully scrutinized appellant’s personal make-up, previous history and the nature and circumstances of the crimes committed by him. See Morningwake, supra (<HOLDING>). Based on the information presented, the trial Options: A. holding that before denying petition trial court must conduct an evidentiary hearing and state specific reasons for denying the petition B. holding that the trial court did not abuse its discretion by denying the appellants motion for change of judge where the appellant failed to demonstrate actual bias C. holding that the trial court must consider these factors in denying appellants petition to transfer prior to trial D. holding the trial court is required to make a determination on impairment of access prior to trial E. holding that trial court must consider both statutory and nonstatutory mitigating factors

assistant: The best answer is C. holding that the trial court must consider these factors in denying appellants petition to transfer prior to trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess.

assistant: Yes
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 controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Nashville, Tennessee metropolitan area. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of this Agreement, the Effective Date of this Agreement shall be the eighth (8 th ) day after Employee signs this Agreement (“Effective Date”), unless Employee has revoked the Agreement prior to that time in the manner discussed in the Age Discrimination Claims and Older Worker's Benefit Protection Act Terms Section below.

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: Upon employment termination due to Disability, the Company shall pay or provide the Executive: (i) any unpaid Base Salary through the date of termination and any accrued vacation; (ii) reimbursement for any unreimbursed expenses owed to Executive; and (iii) all other payments and benefits to which the Executive is entitled under the terms of any applicable compensation arrangement or benefit, equity or other plan or program, including but not limited to any applicable insurance benefits, payable on the next regularly scheduled Company payroll date following the date of termination or earlier if required by applicable law (collectively, “ Accrued Amounts ”). In addition, upon the Executive’s termination due to Disability, the Company shall pay the amounts described in Sections 8(d)(3) and 8(d)(4) to the Executive.

assistant: Disability
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: has pled enough facts to meet the minimum pleadings standards. For reasons which follow, we find that the four (4) newly proposed 'affirmative defenses are futile as a matter of law. 2. Legal Analysis. As a preliminary matter, the EEOC has submitted a Declaration, that is supported by several exhibits, with its Memorandum in Opposition. See, Docket Nos. 33-31. In its Memorandum, the EEOC challenges the accuracy of Hibbing Taconite’s factual assertions which serve as the underpinning of the four (4) affirmative defenses. See, EEOC Memo, supra at p. 13, n. 9. Of course, in evaluating the sufficiency of pled defenses or claims, the Court reviews the pleadings on their face—staying within their four (4) corners. See, Trostel & Sons Co. v. Notz, 536 F.Supp.2d 969, 974-75 (E.D.Wis.2008)(<HOLDING>). Of course, a Court may consider “materials Options: A. holding that where a court considering a rule 12b6 motion relies on matters outside the pleading the motion must be treated as a rule 56 motion for summary judgment B. holding that the standard for a motion for judgment on the pleadings is the same as the standard for a motion to dismiss C. recognizing this as the general rule D. holding that by considering matters outside of the pleadings the trial court converted a rule 12b6 motion to dismiss into a summary judgment motion E. recognizing the general rule that a rule 12f motion is decided on the pleadings but treating the motion as for summary judgment because the record had been developed by the parties as undisputed facts

assistant: The best answer is E. recognizing the general rule that a rule 12f motion is decided on the pleadings but treating the motion as for summary judgment because the record had been developed by the parties as undisputed facts
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 required or permitted to be given under this Agreement shall be in writing and either shall be sent by overnight air courier service, or personally delivered to a representative of the receiving party. All such communications shall be mailed or delivered, addressed to the party for whom it is intended at its address set forth below.

assistant: Notices