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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: however , when you do so , you represent and warrant that you are the rightful owner of all rights to that content or that you are licensed by the rightful owners to post and use such content on the internet through the services , in accordance with these terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. The provisions of Sections 9.07 and 9.11 of the Existing Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

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: judgment to select suitable goods, so as to support liability under the implied warranty of fitness for a particular purpose. See Tex. Bus. & Com.Code Ann. § 2.315 (Vernon 1994). In addition, the implied warranty of merchantability does not apply in Texas to used goods which are purchased, as in this case, with knowledge that they are used. See Southerland v. Northeast Datsun, Inc., 659 S.W.2d 889, 891 (Tex.App.-El Paso 1983, no writ); Thornton Homes, Inc. v. Greiner, 619 S.W.2d 8, 9 (Tex.Civ.App.-Eastland 1981, no writ); Cheney v. Parks, 605 S.W.2d 640, 642 (Tex.Civ.App.-Houston [1st Dist.] 1980, writ ref'd n.r.e.); Valley Datsun v. Martinez, 578 S.W.2d 485, 489 (Tex.Civ.App.-Corpus Christi 1979, no writ); Chaq Oil Co. v. Gardner Mach. Corp., 5 pp.3d 464, 710 N.E.2d 770, 771-73 (1998) (<HOLDING>); Restatement (Second) of Toets § 388 Options: A. holding supplier of compactor had no duty to warn worker or his employer of the availability andor need for a rops for the compactor because this was an open and obvious danger B. holding that seller of frontend loader had no duty to warn injured worker concerning the dangers of operating the loader without a rops because the dangers were obvious under an objective standard C. holding danger was so open and obvious to plaintiff that as a matter of law he knew or should have known of danger D. holding under section 388 of the restatement seoond of torts defendants had no duty to warn injured tractor driver that tractor lacked a rops because this was an open and obvious danger E. holding that a grocery store employer had no duty to warn an employee that placing his hand in the doorjamb of a customers car is an obvious danger

assistant: The best answer is A. holding supplier of compactor had no duty to warn worker or his employer of the availability andor need for a rops for the compactor because this was an open and obvious danger
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: Use the proceeds of any Borrowing (a) on the Closing Date, whether directly or indirectly, to refinance certain existing Indebtedness under the Existing Credit Agreement and to pay fees and expenses incurred in connection with such refinancing and the Transaction, and (b) after the Closing Date, use the proceeds of any Borrowing for any purpose not otherwise prohibited under this Agreement, including for general corporate purposes (including Permitted Acquisitions) and working capital needs.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 23 A.L.R.2d 1056, at § 6 (1952) (citing authorities relying on American Surety). We have applied it, albeit in a slightly different context, holding that under fidelity bond and California law, “discovery” occurs once an insured becomes aware of facts that would cause a reasonable person to assume a loss had been or would be incurred. See Calif. Union Ins. Co., 948 F.2d at 563. In other words, “discovery of loss does not occur until the insured discovers facts showing that dishonest acts occurred and appreciates the significance of those facts; suspicion of loss is not enough.” Id. (emphasis added) (citing F.D.I.C. v. Aetna Cas. & Sur. Co., 903 F.2d 1073, 1079 (6th Cir.1990)). See also, e.g., Resolution Trust Corp. v. Fidelity & Deposit Co., 205 F.3d 615, 630-31 (3d Cir.2000) (<HOLDING>) (quoting Calif. Union Ins. Co., 948 F.2d at Options: A. holding that discovery does not occur until the insured discovers facts showing that dis honest acts occurred and appreciates the significance of those facts B. holding that the proper standard to apply is to assume that the facts have occurred as reported and then determine whether those facts constitute a violation of law or rule adopted pursuant to law C. holding that some operative facts did occur in the district of columbia where nonfiling or misfilings with the sec occurred D. holding that nature and occasion of offenses are facts inherent in convictions and those facts need not be alleged in indictment or submitted to jury E. holding that facts showing scienter are among those that constitute the violation and must be discovered for a claim to accrue

assistant: The best answer is A. holding that discovery does not occur until the insured discovers facts showing that dis honest acts occurred and appreciates the significance of those 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: Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section IV.C. shall be null and void.

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: As Chief Executive Officer, you will have such duties, authority and responsibilities commensurate with those customarily associated with that position, including such duties and responsibilities of at least equivalent level as reasonably assigned by the Board. During the period that you serve as the Company’s Chief Executive Officer, the Company will nominate you to serve as a member of the Board, and you will be appointed to the Board on the Hire Date. You will devote substantially all of your business time, attention and skill to such duties, use your best efforts to promote the success of the business of the Company, and perform your duties in compliance with the Company’s personnel policies, code of conduct, and applicable law. For the duration of your term of employment with the Company, you agree not to (a) actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration or (b) render commercial or professional services of any nature to any person or organization, whether or not for compensation, in each case, without the prior written approval of the Board. The Company hereby consents that, during your employment with the Company, you may continue to serve on the Advisory Board and other committees of Vilynx.

assistant: Duties
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 parties that constitute the Assignor hereby, jointly and severally, agrees to and hereby shall indemnify and defend the Assignee against, and hold harmless from any and all losses, litigation (whether or not involving a party hereto or a third party) liabilities, obligations, claims, contingencies, damages, costs, and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that Assignee may suffer or incur as a result of or relating to any claims arising in connection the Contracts except for those claims arising from Assignee’s gross negligence or willful misconduct.

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 case excerpt and choose the best holding from the options. Case excerpt: discrete discriminatory act occurred in accordance with 42 U.S.C. § 2000e-5(e)(l). The United States Supreme Court further held that discrete acts such as “termination, failure to promote, denial of transfer, or refusal to hire” are considered separate incidents of discrimination not part of a series of violations. Morgan, 536 U.S. at 114, 122 S.Ct. 2061. See also Rojas v. Principi, 326 F.Supp.2d 267, 275-276 (D.P.R.2004) (defining discrete act as any event “which constitutes specific employment occurrences with the potential for concrete adverse consequences on the plaintiffs employment status”). As such, said actions constitute a separate actionable “unlawful employment practice.” Morgan, 536 U.S. at 114, 122 S.Ct. 2061. Thus, “each discrete discriminatory act star 84 (D.P.R.2002) (<HOLDING>); Rojas v. Principi, 326 F.Supp.2d at 275 Options: A. holding that suspension with pay was not adverse employment action B. holding that fiveday suspension was not a de minimis deprivation C. holding that a suspension from employment and deprivation of duties and equipment constitute discrete acts D. holding that a transfer of job duties can constitute an adverse employment action E. holding that the court may only consider the discrete acts that occurred within the appropriate time period

assistant: The best answer is C. holding that a suspension from employment and deprivation of duties and equipment constitute discrete acts
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: During his employment and thereafter, the Company agrees to indemnify and hold Executive harmless in connection with actual, potential or threatened actions or investigations related to Executive’s services for, or employment by, the Company and/or its subsidiaries in the same manner as other officers and directors to the fullest extent provided in the Company’s by-laws and to be covered by D&O insurance to the maximum extent and length of coverage of any other officer or director of Company.

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 execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables and the other Transferred Assets by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event the Issuer shall fail to exercise the same.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Therefore, it was an allegation based on speculation and conjecture. The trial court conducted a hearing, at which Walker could have pursued this legal theory, objected to the State’s alleged lack of evidence of probable cause to arrest, presented evidence to support his allegation, and argued that the lack of evidence required that his statement be suppressed. Walker, however, remained silent; he did not pursue this issue in the trial court; and he did not allow the trial court the opportunity to prevent the alleged injustice. See Adams v. State, 585 So.2d 161, 164 (Ala.l991)(“Matters not objected to at trial cannot be considered for the first time on appeal, since review on appeal applies only to rulings by the trial court.”)- Cf. Coulliette v. State, 857 So.2d 793, 795 (Ala.2003)(<HOLDING>). Walker’s silence and abandonment of this Options: A. holding that an appellate court considers the entire record on appeal not just the evidence presented at the suppression hearing in affirming the denial of a motion to suppress B. holding that issues not raised before the trial court cannot be raised on appeal C. holding issues not raised in appellate brief are waived D. holding that issues not raised in the trial court may not be raised later on appeal E. holding that because a specific argument raised on appeal was not presented at suppression hearing the motion to suppress did not give the trial court notice of the specific issues the defendant raised in his appellate brief therefore the trial court did not have the opportunity to rectify these alleged errors the defendants motion was not sufficient to preserve the issues presented by him in his brief quoting aeree v state 673 so2d 855 856 alacrimapp1995

assistant: The best answer is E. holding that because a specific argument raised on appeal was not presented at suppression hearing the motion to suppress did not give the trial court notice of the specific issues the defendant raised in his appellate brief therefore the trial court did not have the opportunity to rectify these alleged errors the defendants motion was not sufficient to preserve the issues presented by him in his brief quoting aeree v state 673 so2d 855 856 alacrimapp1995
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: writing that evinces an intent to seek benefits, the effective date of any benefits awarded must, in this case, be the date VA received her informal claim. This interpretation is without merit. Where only an informal claim has been submitted and the claimant has failed to complete and return a formal application that he or she received from the Secretary, the application for benefits is not in the form prescribed by the Secretary and is considered incomplete. See Fleshman, 9 Vet.App. at 551 (“The appellant’s unexecuted claim form was an informal claim and would not have been in the form prescribed by the Secretary until he returned it with the requested information.”) (citing Kluttz v. Brown, 7 Vet.App. 304, 306-07 (1994); 38 C.F.R. § 3.155(a)); see also Quarles, 3 Vet.App. at 137 (<HOLDING>). A claimant’s attempt to establish an original Options: A. holding that the submission of a new claim to a states highest court on discretionary review does not constitute a fair presentation of that claim for exhaustion purposes B. holding claim is not cognizable C. holding claim is cognizable D. holding that a negligence claim is not a personal injury tort claim E. holding by implication that where a claimant fails to return to the secretary a formal claim application within one year of the submission of his informal claim his informal claim is not a cognizable claim for effective date purposes

assistant: The best answer is E. holding by implication that where a claimant fails to return to the secretary a formal claim application within one year of the submission of his informal claim his informal claim is not a cognizable claim for effective date purposes
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: Global 2 has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Global 2 and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Global 2 are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Global 1 has approved this Agreement on behalf of Global 2 and no other stockholder approvals are required to consummate the transactions contemplated hereby. Global 1 is competent to execute this Agreement, and has the power to execute and perform this Agreement. No other proceedings on the part of Global 2 or any Global 2 Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

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 case excerpt and choose the best holding from the options. Case excerpt: with regard to each criterion. In fact, it was the only application which achieved the “successful” rating in every category. For Criterion 15, the Park Service found Delaware North’s offer “satisfactory” and concluded: As evidenced by its balance sheet, this entity has the financial strength necessary to contribute $12 million towards equity. No alternative financing to the MCA note has been proposed. The panel also found Delaware North’s proposal to be “satisfactory” on Criterion 16 and observed: We conclude that the present value of the proposer’s contribution to the CIF would be approximately $56.5 million over the life of the contract. This translates to an average percentage of 5.2% of the present value of gross receipts. Considering only the first four years of the contract (<HOLDING>) the proposer’s offer was $18 million. This Options: A. recognizing that nps will renegotiate the cif percentage B. holding that an action construing a will creating a trust is equitable in nature C. recognizing that shall will and must are all mandatory terms D. recognizing the equitable maxim that once equity has jurisdiction it will grant complete relief E. recognizing exception

assistant: The best answer is A. recognizing that nps will renegotiate the cif percentage
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 addition to any rights Executive may have under the Company's charter or by-laws, the Company agrees to indemnify Executive and hold Executive harmless, both during the Term and thereafter, against all costs, expenses (including, without limitation, fines, excise taxes and attorneys' and accountants’ fees) and liabilities (other than settlements to which the Company does not consent, which consent shall not be unreasonably withheld) (collectively, "Losses") reasonably incurred by Executive in connection with any claim, action, proceeding or investigation brought against or involving Executive with respect to, arising out of or in any way relating to Executive's employment with the Company or Executive's service as a director of the Company; provided, however, that the Company shall not be required to indemnify Executive for Losses incurred as a result of Executive's intentional misconduct or gross negligence (other than matters where Executive acted in good faith and in a manner he reasonably believed to be in and not opposed to the Company's best interests). Executive shall promptly notify the Company of any claim, action, proceeding or investigation under this paragraph and the Company shall be entitled to participate in the defense of any such claim, action, proceeding or investigation and, if it so chooses, to assume the defense with counsel selected by the Company; provided that Executive shall have the right to employ counsel to represent him (at the Company's expense) if Company counsel would have a "conflict of interest" in representing both the Company and Executive. The Company shall not settle or compromise any claim, action, proceeding or investigation without Executive's consent, which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required if the settlement entails only the payment of money and the Company fully indemnifies Executive in connection therewith. The Company further agrees to advance any and all expenses (including, without limitation, the fees and expenses of counsel) reasonably incurred by the Executive in connection with any such claim, action, proceeding or investigation. The Company, as soon as reasonably possible, will maintains a policy of directors' and officers' liability insurance covering Executive and, notwithstanding the expiration or earlier termination of this Agreement, the Company shall maintain a directors' and officers' liability insurance policy covering Executive for a period of time following such expiration or earlier termination equal to the statute of limitations for any claim that may be asserted against Executive for which coverage is available under such directors' and officers' liability insurance policy. The provisions of this paragraph shall survive the termination of this Agreement for any reason.

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 case excerpt and choose the best holding from the options. Case excerpt: a declaratory judgment that GSA’s additional tenant improvements in excess of the Tenant Improvement Allowance of $10,820,800: (1) was a breach of the September 2, 2005 Lease generally; and (2) constituted a cardinal change of the September 2, 2005 Lease that Plaintiff is not obligated to perform. Compl. ¶¶ 55-62. In 1992, the Tucker Act was amended to clarify that the United States Court of Federal Claims’ jurisdiction extended to “judgment upon any claim by or against ... a contractor arising under section 10(a)(1) of the Contract Disputes Act of 1978, including ... other nonmonetary disputes on which a decision of the contracting officer has been issued under section 6 of [the CDA].” 28 U.S.C. § 1491(a)(2); see also Garrett v. General Elec. Co., 987 F.2d 747, 750-51 (Fed.Cir.1993) (<HOLDING>). Therefore, although the court has Options: A. recognizing that this amendment provided the united states court of federal claims with jurisdiction over a nonmonetary substitute for monetary relief B. holding that the tucker act grants the united states court of federal claims jurisdiction to grant nonmonetary relief in connection with contractor claims including claims requesting an interpretation of contract terms C. holding that because it fell within the exclusive jurisdiction of the united states court of international trade the united states court of federal claims lacked jurisdiction over a matter that was protested or protestable D. holding that the united states court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute E. holding that the united states court of federal claims lacks jurisdiction over claims sounding in tort including fraud

assistant: The best answer is A. recognizing that this amendment provided the united states court of federal claims with jurisdiction over a nonmonetary substitute for monetary relief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a prima facie ADEA claim can no longer stand. Since Lyon was decided, the Second, Seventh, Eighth, and Ninth Circuits have each recognized a prima facie ADEA violation in analogous situations. See Jankovitz v. Des Moines Indep. Cmty. Sch. Dist., 421 F.3d 649, 653 (8th Cir.2005) (stating that a retirement plan is “discriminatory on its face” because “it is undisputed that an employee is ineligible for early retirement benefits [under the plan] if he or she is over the age of 65”); Abrahamson v. Bd. of Educ. of Wappingers Falls Cent. Sch. Dist., 374 F.3d 66, 73 (2d Cir.2004) (finding prima facie case of age discrimination under ADEA when age “is the effective trigger for eligibility” for retirement policy); Arnett v. Cal. Pub. Employees Ret. Sys., 179 F.3d 690, 695 (9th Cir.1999) (<HOLDING>), cert. granted, 528 U.S. 1111, 120 S.Ct. 930, Options: A. holding that military retirement benefits are current pay and thus significantly different than other retirement benefits B. holding that retirement benefits are accrued benefits under erisa C. holding that although disability benefits cannot be included as part of the marital estate a court may consider the waiver of retirement pension benefits in favor of disability benefits in determining whether there has been a material change in circumstances which would justify modification of an alimony award to a former spouse who was previously awarded a fixed percentage of the retirement pension benefits D. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed E. recognizing prima facie disparatetreatment claim when it is unquestionable that the employees would have received greater disability retirement benefits but for their older ages at hire

assistant: The best answer is E. recognizing prima facie disparatetreatment claim when it is unquestionable that the employees would have received greater disability retirement benefits but for their older ages at hire
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 properties of the Borrower and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers, including self-insurance to the extent customary.

assistant: Insurances
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: During the term of Executive’s employment, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of his duties hereunder, provided that Executive provides all necessary documentation in accordance with Company policy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The agreements in this Section and the indemnity provisions of Section 11.02(e ) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Effective as of the Termination Date, Executive’s employment is terminated and he shall cease serving as Executive Vice President, Chief Banking O fficer of the Company, and in any other position he then holds as an officer, employee or member of the board of directors of the Company and/or any of the Company’s subsidiaries or affiliates. Executive agrees to execute such documents and take such other actions as the Company may request to reflect such terminations.

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 case excerpt and choose the best holding from the options. Case excerpt: their entitlement to liquidated damages as to the 1990 FLSA violation. Thus, the sole remaining issue in this case is the appropriate measure of damages in connection with the 1990 violation. Plaintiffs’ motion for summary judgment is granted with respect to the State’s liability under the FLSA in 1990 and 1992. Plaintiffs’ motion for summary judgment on the issue of liquidated damages is granted in part and denied in part. IT IS SO ORDERED. 1 . 29 U.S.C. § 206(b) provides that "[e]veiy employer shall pay” employees not less than the minimum wage set by the FLSA in ,29 U.S.C. § 206(a)(1) if "in any workweek [the employee] is engaged in commerce.” 2 . The Biggs court also rejected the same argument made by the State in this case concerning the Tenth Amendment. See Biggs, 1 F.3d at 1543 (<HOLDING>). In Garcia v. San Antonio Metro. Transit Options: A. holding that the plaintiffs state law claims are preempted by federal law B. holding that the flsa preempts certain state law claims C. holding that to the extent compliance with the flsa interferes with the state budgetary process that interference is caused by state law not federal law D. holding that the united states may bring suit against a state to enforce compliance with federal law E. holding that a state election law is preempted only to the extent that it conflicts with federal law

assistant: The best answer is C. holding that to the extent compliance with the flsa interferes with the state budgetary process that interference is caused by state law not federal law
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 avoidance of doubt, reimbursement or other payment of allocable costs and expenses incurred by Attis and/or CleanTech or any Related Person on behalf of the Company in the Ordinary Course of Business under the JVCo Management Agreement shall not be deemed to be distributions hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Assignment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board of Directors of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and protective orders are issues within the sound discretion of the motion or trial judge,” Hanover Ins. Co. v. Sutton, 46 Mass.App.Ct. 153, 159 (1999), as is “the admission of evidence, particularly expert testimony.” Beaupre v. Cliff Smith & Assocs., 50 Mass.App.Ct. 480, 485 (2000). “Where good cause is shown, the Court ‘may make any order which justice requires to protect a party . . . from undue burden or expense.’ ” Stanley Realty Holdings v. Watertown Zoning Bd. of Appeals, 18 Mass. L. Rptr. 468 (Mass.Super.Ct. 2004), quoting Mass.R.Civ.P. 26(c). For good cause to exist, the party seeking protection bears the burden of showing specific prejudice or harm will result if no protective order is granted. See Beckman Indus., v. International Ins. Co., 966 F.2d 470, 476 (9th Cir. 1992) (<HOLDING>); see also San Jose Mercury News, Inc., 187 Options: A. holding that when the appellate record consists largely of unsubstantiated allegations without affidavits from defense counsel or the defendant it is not adequately developed B. holding that broad allegations of harm unsubstantiated by specific examples or articulated reasoning do not satisfy the rule 26c test C. holding that plaintiffs who alleged a subjective chill of their first amendment rights failed to establish specific present objective harm or a threat of specific future harm D. holding that a defendants mere allegations of taint or his unsubstantiated suspicions do not necessitate inquiry by the court E. holding a broad claim with no factual support was insufficient to satisfy rule 9b

assistant: The best answer is B. holding that broad allegations of harm unsubstantiated by specific examples or articulated reasoning do not satisfy the rule 26c test
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower and the applicable Guarantors shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default.

assistant: No Defaults
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 Amendment will be governed by, and construed in accordance with, the Laws of the State of Florida, without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Florida.

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: non-disclosure. In addition, the trial court does not explain how suppression of Dr. Privette’s or Detective Robinson’s testimony remedies the non-disclosure. Therefore the order does not bear any indication that the trial court “consider[ed] both the materiality of the subject matter and the totality of the circumstances surrounding [the] alleged failure to comply” prior to finding suppression of their testimony “appropriate.” N.C. Gen. Stat. § 15A-910(b) (2011). Therefore, because the lesser discovery sanctions rest upon (1) actions that are not discovery violations; or (2) a flawed prejudice analysis, we must vacate the portions of the trial court’s order suppressing related evidence as a discovery sanction. See Blitz v. Agean, Inc., 197 N.C. App. 296, 312, 677 S.E.2d 1, 11 (2009) (<HOLDING>). However, our decision with respect to the Options: A. holding the immigration judges denial of a continuance request did not constitute an abuse of discretion B. holding failure to exercise discretion is abuse of discretion C. holding that the ban on judicial review of actions committed to agency discretion by law is jurisdictional D. holding that judicial actions based upon a misapprehension of law constitute an abuse of discretion E. holding abuse of discretion is established if district court decision was based on an error of law

assistant: The best answer is D. holding that judicial actions based upon a misapprehension of law constitute an abuse of discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement and once delivered, may not be withdrawn or revoked unless this Agreement fails to become effective in accordance with its terms on or prior to July 7, 2017.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: see also Hercules Inc. v. United States, 516 U.S, 417, 423, 116 S.Ct. 981, 134 L.Ed.2d 47 (1996) (explaining that Tucker Act jurisdiction “extends only to contracts either express or implied in fact, and not to claims on contracts implied in law”) (citations omitted). Mr. Bobka’s contract claims therefore fall outside the jurisdiction of this court. C. Constitutional Claims Mr. Bobka also alleges that the government has violated the Fourth, Fifth (Due Process Clause), Sixth, Seventh, Eighth, Eleventh, and Fourteenth (Due Process and Equal Protection Clauses) Amendments. Compl. ¶ 23. Under the circumstances, these stand-alone constitutional claims are not properly before this court because they are not money-mandating. See Brown v. United States, 105 F.3d 621, 623 (Fed. Cir. 1997) (<HOLDING>) (citing Mitchell, 463 U.S. at 218, 103 S.Ct. Options: A. holding that the fourth amendment does not mandate payment and therefore such claims are not within the jurisdiction of the court B. holding that fourth amendment claims are not cognizable on habeas review because the fourth amendment exclusionary rule does not relate to the accuracy of the factfinding process C. holding that an arrest made by an officer outside his jurisdiction does not violate the fourth amendment D. holding that the fourth amendment does not mandate the payment of money by the united states E. holding that excessive force claims are to be treated under the fourth amendment

assistant: The best answer is A. holding that the fourth amendment does not mandate payment and therefore such claims are not within the jurisdiction of the court
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: guarantee to a statutory right, "it is for the legislature, not the courts, to prescribe" the scope of the right. Schmidt, 63 Wis. 2d at 89; see Harvot, 320 Wis. 2d 1, ¶ 50; In re Ogg's Estate, 262 Wis. 181, 186, 54 N.W.2d 175 (1952); Relyea v. Tomahawk Paper & Pulp Co., 102 Wis. 301, 304, 78 N.W. 412 (1899) ("[M]ere statutory rights may be conferred upon such conditions as in the wisdom of the legislature may seem best, and the conditions may be changed from time to time, even as to existing rights, or such rights may be taken away entirely, at the legislative will."). Therefore, we recognize statutory rights only where the legislature has, through the legislative process, specifically acted to create them. In re Fidelity Assurance Ass'n, 247 Wis. 619, 624, 20 N.W.2d 638 (1945) (<HOLDING>). ¶ 17. When interpreting statutory rights, we Options: A. holding that the court assumes the legislature acquiesced in our interpretation of the language because the legislature had not amended the language B. holding that a statutory right is a creature of the legislature and does not exist where the legislature has not acted C. holding that in order for there to be state debt in the constitutional sense one legislature in effect must obligate a future legislature to appropriate funds to discharge the debt created by the first legislature D. holding that whether the legislature has complied with article iii section 61 of the texas constitution which states that the legislature shall provide suitable laws for the administration of workers compensation insurance for municipalities is a political question committed to the legislature E. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes

assistant: The best answer is B. holding that a statutory right is a creature of the legislature and does not exist where the legislature has not acted
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: Lloyd, 46 M.J. at 23— it is appropriate to examine the record of trial. United States v. Heryford, 52 M.J. 265, 266 (2000). Having done so in this case, because the charges are not factually the same, we find that these two offenses are not multiplicious. The facts in this case are analogous to the situation where an individual begins a period of unauthorized absence while simultaneously breaking restriction or missing the movement of his ship or unit. In such cases our superior court has held that “[w]hile an absence of some minimal duration is fairly embraced in an allegation of breach of restriction ... one of extended length is not.” United States v. DiBello, 17 M.J. 77, 79 (C.M.A.1983)(internal quotes and citations omitted). See also United States v. Murray, 17 M.J. 81 (C.M.A.1983)(<HOLDING>). See also United States v. Olinger, 47 M.J. Options: A. holding that unauthorized absence of over five months and missing movement were not multiplicious B. holding that two acts of mail fraud within five months constituted a pattern C. holding over D. holding one and onehalf months establishes causation while three months is too long and does not E. holding that charges for work done less than five months before an idea due process hearing were reasonable

assistant: The best answer is A. holding that unauthorized absence of over five months and missing movement were not multiplicious
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 sole issue on appeal). Second, the government contends that Windland waived de novo review of the legal issue in this appeal by failing to object to the Magistrate Judge’s report and recommendation on the specific basis of the 160/161 day distinction. Again, although Windland could have been more specific, he did object to the Magistrate’s conclusion that his § 2254 petition was time-barred; as part of that objection, he also argued that the limitations period should have been tolled while his state action was pending. This objection alerted the district court to the pertinent issue in this appeal, namely that the Magistrate improperly found Windland’s § 2254 petition time-barred due to an erroneous tolling calculation. See United States v. Burton, 126 F.3d 666, 673 (5th Cir.1997) (<HOLDING>). Indeed, the district court independently Options: A. holding that in order to preserve the issue a party must object to inconsistent verdicts prior to judgment being entered B. holding that litigant must object at trial to preserve error for review C. holding that to preserve an issue a party must object with sufficient specificity to allow the trial court to address it D. holding that defendant must object at trial to preserve as applied challenge for appeal E. holding that this court must remand to the bia to allow it to address in the first instance an issue that it has not yet considered

assistant: The best answer is C. holding that to preserve an issue a party must object with sufficient specificity to allow the trial court to address it
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The aggregate number of shares of Preferred Stock sold hereunder shall be up to 1,000. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective shares of Preferred Stock, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

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: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: your failure to maintain accurate , complete , and up-to-date account information , including having an invalid or expired payment method on file , may result in your inability to access and use the services or uber 's termination of these terms with you .

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 Parties agree that Brixmor’s obligations under Section 8(b) of the Employment Agreement will continue beyond the Separation Date and that Section 8(b) is incorporated herein as if fully set forth herein.

assistant: Indemnifications