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: This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in any number of counterparts and by the Parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute original forms hereof and deliver them in person to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense related to lack of authenticity.

assistant: Miscellaneous
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 Opposition, Exhibits A and C, of recognizing that the client relationship is owned by the financial advisor, not the firm. Courts and FINRA arbitration panels have also recognized that restrictions on a financial consultant’s ability to solicit former clients is contrary to the public interest. See, e.g., Smith Barney v. Burrow, 558 F.Supp.2d 1066, 1083-84 (E.D.Cal.2008) (“[T]he public interest is better served with open competition in the securities field and access to advisors of clients’ choice. The balance of equities and public interest factors weigh in defendants’ favor,” warranting denial of a preliminary injunction to enjoin solicitation by defendant financial consultants of clients from a former employer); Wachovia Securities v. Gates, 2008 WL 1803612, *3 (E.D.Va.2008) (<HOLDING>); A.G. Edwards & Sons, Inc. v. Stifel, Nicolaus Options: A. holding that language in a merrill lynch customer account agreement that the plaintiff signed upon opening the first account providing for arbitration of any controversy arising out of its business applied to the disputed second account even though the plaintiff did not sign a separate customer account agreement for the second account B. holding a bank officer who informed a third party that it would be safe to extend 8000 credit to bank customer although customer did not have an open account at the bank could be held liable for the material misrepresentation C. holding that customers who were not parties to the nonsolicitation agreement should be free to maintain their relationship with departing account representatives because restricting customer choice would not serve the public interest D. holding that a choice of law provision in a lease did not serve as a basis for jurisdiction E. holding that investors who were customers of an associated person were not customers of a nasd member without evidence of a firsthand customer relationship

assistant: The best answer is C. holding that customers who were not parties to the nonsolicitation agreement should be free to maintain their relationship with departing account representatives because restricting customer choice would not serve the public interest
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: (8), shall direct remission of up to, but not more than, 100 percent of a forfeiture if the surety apprehended and surrendered the defendant or if the apprehension or surrender of the defendant was substantially procured or caused by the surety, or the surety has substantially attempted to procure or cause the apprehension or surrender of the defendant, and the delay has not thwarted the proper prosecution of the defendant. We review the trial court’s order for an abuse of discretion. See Accredited Sur. & Cas. Co., Inc. v. Putnam Cnty., Fla., 528 So.2d 430, 431 (Fla. 5th DCA 1988). Palmetto contended that it substantially attempted to procure or cause the apprehension or surrender of the defendant. See Conti Heritage Ins. Co. v. Orange Cnty., 798 So.2d 837 (Fla. 5th DCA 2001) (<HOLDING>); Cnty. Bonding Agency v. State, 724 So.2d 131 Options: A. holding that doctrine of impossibility of performance did not apply so as to entitle surety to partial remission of forfeited bond B. holding that taxable costs included only the premium on a surety bond posted on appeal not the fees paid for letters of credit to secure the bond where the state statute and court rule only specifically allowed for premium on any surety bond C. recognizing that the gjovernment as obligee owes no equitable duty to a surety unless the surety notifies the government that the principal has defaulted under the bond notice by the surety is essential before any governmental duty exists D. holding that substantial attempts by surety may entitle it to remission of bond forfeiture E. holding that where surety was given until date of forfeiture hearing to produce defendant and defendant was killed by police before that date bond would not be forfeited

assistant: The best answer is D. holding that substantial attempts by surety may entitle it to remission of bond forfeiture
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: B Commitment ”: with respect to the Initial Term B Lender, its Commitment commitment to make a Term B Loan on the Closing Amendment No. 1 Effective Date in an aggregate amount equal to $ 730,000,000 947,000,000 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: judicial notice that Denton County had a population of over 25,000. 3 . Officer Stewart testified that he did not have Lyons sign the warnings as it was not required by Department policy. 4 . According to Jessee this letter was mailed a day or two after July 2nd. 5 . We have attempted to summarize this somewhat confusing portion of the charge, which portion takes up four double-spaced legal size sheets of paper. 6 . See Weaver, 700 S.W.2d at 777 (interpreting section 24 of TEX.REV.CIV.STAT.ANN. art. 6701/-1 to require that visual recordings be made of DWI suspects). 7 . We make no holding that the trial court was required to so instruct the jury; only that it had discretion to do so and to see that it was done properly. Compare Drewett v. State, 704 S.W.2d 43, 45 (Tex.Crim.App.1986) Options: A. holding that the trial court erred in failing to instruct the jury that it could find constructive notice from evidence that the defendants knew of a recurring dangerous condition B. holding that although it is proper to instruct the jury that it may consider whether the factual predicates necessary to establish the prima facie case have been shown it is error to instruct the jury on the mcdonnell douglas burden shifting scheme C. holding that the failure to properly instruct the jury on the burden of proof required a new trial D. holding that it was improper for the trial court to instruct the jury that it could not consider the states failure to videotape the defendant E. holding that the district courts failure to instruct the jury as to the proper standard of proof constituted plain error

assistant: The best answer is D. holding that it was improper for the trial court to instruct the jury that it could not consider the states failure to videotape the defendant
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: 90 days earlier, or by August 27. Because Continental had not filed its expert report by that date, the district court barred Continental’s expert. On appeal, Continental claims that the district court erred in barring its expert report under Rule 26(a)(2)(C), and in denying Continental’s motion to reconsider. We agree. Rule 26(a)(2)(C) explicitly provides that the 90-day deadline applies “[i]n the absence of other directions from the court, ...” and in this case the district court entered a minute order stating that the discovery cut-off date was October 31, 2001, “which includes experts.” This provision constitutes “other directions from the court,” and therefore the 90-day cutoff of Rule 26(a)(2)(C) does not apply. See, e.g., Sherrod v. Lingle, 223 F.3d 605, 612-13 (7th Cir.2000) (<HOLDING>). Rather, the discovery cut-off date of October Options: A. holding that any general deadline for completion of discovery facially applies to requests for admissions B. holding that the drastic sanction of preclusion of expert witnesses was not warranted based on failure to furnish discovery by the discovery deadline when the deadline could have been shifted C. holding that court did not abuse its discretion by granting defendants a protective order where plaintiff failed to request discovery until nine days before the deadline D. holding that the defendants discovery requests were untimely because they were not served in time for the responses to be due before the discovery deadline E. holding that a court order setting a deadline for all discovery constitutes other directions from the court

assistant: The best answer is E. holding that a court order setting a deadline for all discovery constitutes other directions from 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: Victim Rights Clarification Act of 1997. See generally, U.S. Department of Justice, Office of the Attorney General, Attorney General Guidelines for Victim and Witness Assistance (2000). 2 . The Commentary states that a " 'vulnerable victim' means a person (A) who is a victim of the offense of conviction and any conduct for which the defendant is accountable un embezzlement statute encompasses a broad array of potential victims. 4 . Although Seafirst, rather than the account holders, was the technical victim of the offense of conviction, the account holders suffered significant inconvenience and emotional distress, and thus were properly considered “victims” for the purpose of applying the vulnerable victim enhancement. See United States v. Haggard, 41 F.3d 1320, 1326 (9th Cir.1994) (<HOLDING>); accord United States v. McCall, 174 F.3d 47, Options: A. holding that the victim and witness protection act limits the amount of restitution to the loss caused by the specific conduct forming the basis of the offense of conviction B. holding the harmed victim need not be the victim of the offense of conviction C. holding that argument regarding victim of prior offense was improper D. holding that the victim impact and victim vulnerability aggravators were not overbroad and explaining that though the concepts of victim impact and victim vulnerability may well be relevant in every case evidence of victim vulnerability and victim impact in a particular case is inherently individualized E. holding that uncharged sexual acts committed upon the same victim are admissible to show the conduct of the defendant toward the victim and to corroborate the evidence of the offense charged in the indictment

assistant: The best answer is B. holding the harmed victim need not be the victim of the offense of conviction
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: any payment facilitated to the supplier in this manner will , in each case , constitute a payment of ( part of ) the booking price by you of the relevant product or service in the final settlement ( bevrijdende betaling ) of such ( partial ) due and payable price and you can not reclaim such paid monies .

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 amendment or modification of any provision of this Agreement shall be effective unless the same shall be in writing and signed by TDG in its sole and absolute discretion, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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 legal provision and list the applicable contract clause categories. Provision: The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breach party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain (on behalf of themselves and the third-party beneficiaries of this Agreement) (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an Injunction, restraining such breach or threatened breach. No party or any other person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 2.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

assistant: Enforcements
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: Federal and State constitutional challenge the transfer, from work-release status at pre-release facilities to imprisonment inside a correctional institution, of individuals who had had exemplary institutional and work records, a far more severe and less merited deprivation than that complained of by Hudson). One of the “conditions . . . customarily applied” to inmates of Massachusetts prisons is, as the judge below accurately noted, the reasonable use of “awaiting action” status by correctional officials in managing their institutions, including its use in the form of administrative segregation as an investigative tool. See Lamoureux v. Superintendent, Mass. Correctional Inst., Walpole, 390 Mass. 409, 411-412 n.7 (1983). Cf. Royce v. Commissioner of Correction, 390 Mass, at 429-430 (<HOLDING>). Being placed in administrative segregation on Options: A. holding that placement in awaiting action in an administrative segregation area is an acceptable status pending an investigation or a disciplinary hearing but it is a temporary status and may not be used for an unreasonable or indefinite time and keeping an inmate in it for two years without a hearing or any review was unreasonable B. holding that a section 1983 suit against an officer in his or her official capacity is simply another way of pleading an action against an entity of which an officer is an agent C. holding that 24 foreclosure for an unreasonable length of time is substantial D. recognizing that a state courts determination is not an unreasonable application of law merely because it is erroneous E. holding that an action for the negligence of an architect in the performance of professional services is an action for breach of contract

assistant: The best answer is A. holding that placement in awaiting action in an administrative segregation area is an acceptable status pending an investigation or a disciplinary hearing but it is a temporary status and may not be used for an unreasonable or indefinite time and keeping an inmate in it for two years without a hearing or any review was unreasonable
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: 304 U.S. 64, 78, 58 S.Ct. 817, 822, 82 L.Ed. 1188 (1938). State statutes of limitations also apply in diversity cases. Guaranty Trust Co. v. York, 326 U.S. 99, 109-10, 65 S.Ct. 1464, 1469-70, 89 L.Ed. 2079 (1945). In Ragan v. Merchants Transfer & Warehouse Co., 337 U.S. 530, 533, 69 S.Ct. 1233, 1234-35, 93 L.Ed. 1520 (1949), the Court rejected the argument that Federal Rule 3 governs the time in which actions are commenced in federal court for purposes of tolling state statutes of limitations. Instead, the Court held that state service of summons statutes supply the applicable rule. Id. at 533-34, 69 S.Ct. at 1234-35. If a valid Federal Rule of Civil Procedure addresses an issue, however, contrary state rules may be ignored. Hanna v. Plumer, 380 U.S. at 474, 85 S.Ct. at 1145-46 (<HOLDING>). See also id. at 476, 85 S.Ct. at 1146-47 Options: A. holding that actual notice of lawsuit is no substitute for substantial compliance with frcp 4d1 requiring service on person of defendant on suitable resident at defendants dwelling or on defendants agent a judgment entered by a court which lacks jurisdiction over the person of the defendant is void and may be set aside at any time pursuant to fedrcivp 60b4 personal jurisdiction is established either by proper service of process or by the defendants waiver of any defect in the service of process B. holding service requirements under fedrcivp 4 to be jurisdictional C. holding that in a diversity action a federal court must apply the law of the forum state D. holding that fedrcivp 4d1 governs the method of service of process in a diversity action E. recognizing that service of process irrelevant in the initial determination of diversity

assistant: The best answer is D. holding that fedrcivp 4d1 governs the method of service of process in a diversity action
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: From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

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: would be compelled to conclude that the requisite fear of persecution existed”). Hernandez-Ortiz also contends that he has a well-founded fear of persecution on account of his membership of a particular social group, namely, indigenous Mayan priests. Because Hernandez-Ortiz did not present this claim to the BIA, we lack jurisdiction to consider it. See Cortez-Acosta v. INS, 234 F.3d 476, 480 (9th Cir.2000) (“Failure to raise an issue in an appeal to the BIA constitutes a failure to exhaust remedies with respect to that question and deprives this court of jurisdiction to hear the matter.”) (citation omitted). Hernandez-Ortiz also challenges the legality of the BIA’s streamlining procedures. This challenge is foreclosed by Falcon Carriche v. Ashcroft, 350 F.3d 845, 849-51 (9th Cir.2003) (<HOLDING>). By failing to qualify for asylum, petitioner Options: A. holding that the supreme court has final appellate review of agency decisions B. holding an agency decision is not final during the time the agency considers a petition for review C. holding that a ruling of the trial court to which no error has been assigned becomes the law of the case and is not subject to review by the court of appeals D. holding that the bias streamlining procedure does not compromise appellate review because the ijs decision becomes the final agency action subject to direct review by the court of appeals E. holding the bias decision upholding the ijs finding of removability was the final order

assistant: The best answer is D. holding that the bias streamlining procedure does not compromise appellate review because the ijs decision becomes the final agency action subject to direct review by the court of appeals
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 apply hindsight to the assessment of the capability of the existing software. That an accounting error existed does not raise an - inference that Defendants knew or must have known of the error. Id. Plaintiffs allegations relating to the availability of specialized software and consulting services focused on ASC 310-30 implementation are insufficient to raise a strong inference of severe recklessness. Id. Nor do they permit the Court to conclusively infer that Defendants had reason to know of errors in their accounting systems. Here, as in Ceridian, a plausible opposing inference of inadvertent “mistakes by accounting personnel [that went] undetected because of faulty accounting controls” is equally, if not more, persuasive. Id.; see also Horizon Asset Mgmt., 580 F.3d at 766 (<HOLDING>) (citations omitted). Plaintiff further argues Options: A. holding that a plaintiff must allege more than incompetence or corporate mismanagement before a claim of negligence rises to the level of securities fraud B. holding that a plaintiff alleging securities fraud must show that a defendant 1 made a material misrepresentation or a material omission as to which he or she had a duty to speak 2 with scienter 3 in connection with the purchase or sale of securities C. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud D. holding that the plaintiff must have more than a unilateral expectation the plaintiff must have a legitimate claim of entitlement to the benefit E. holding that claims against corporate officers for mismanagement belong to the corporation

assistant: The best answer is A. holding that a plaintiff must allege more than incompetence or corporate mismanagement before a claim of negligence rises to the level of securities fraud
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: her a back massage. T.B. testified that M.W. was flirting with appellant, and he noticed appellant kissing M.W. at the pool. Moreover, K.K., who testified for the state, claimed that M.W. climbed over the seat of S.C.’s truck so that she could sit next to appellant during the ride to Eddy’s Resort. K.K. also agreed that such conduct constituted “flirting.” Both D.C. and K.K. testified that they noticed the sexual activity between appellant and M.W. at the hotel, but declined to interfere because, at the time, they thought the activity was consensual. In fact, both K.K. and D.C. testified that they heard M.W. moan, and the moaning seems to be more consistent with consensual sexual activity rather than a situation where M.W. was physically helpless. The record further reflects that 7) (<HOLDING>), review denied (Minn. Dec. 22,1987). Here, Options: A. holding that the plaintiffs evidence of pretext which included but was not limited to her supervisors statement that she had enough of the plaintiff going to her supervisor about her was not sufficient to preclude summary judgment B. holding that trial court properly terminated fathers obligation to support his seventeenyearold daughter who refused to live with father but instead chose to reside in her own apartment after her mother moved out of state where daughter offered no justifiable reason for not living with her father daughter only contended that her stepmother was too neat for her and that she wanted to live closer to her friends C. holding tenyearolds unequivocal testimony about her father touching her was sufficient to convict him for seconddegree criminal sexual conduct despite his claim that the story was fabricated D. holding that because petitioner was denied a reasonable opportunity to explain what the ij perceived as an inconsistency in her testimonythe ijs doubt about the veracity of her story cannot serve as a basis for the denial of asylum E. holding testimony of a 19yearold victim of criminal sexual conduct was sufficient for the jury to believe her story over that of the defendant

assistant: The best answer is C. holding tenyearolds unequivocal testimony about her father touching her was sufficient to convict him for seconddegree criminal sexual conduct despite his claim that the story was fabricated
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 Other Documents may be executed in any number of separate counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Delivery of a counterpart hereto by facsimile transmission or by Electronic Transmission of an Adobe portable document format file (also known as a “ PDF file ”) shall be as effective as delivery of an original counterpart hereto. If this Agreement or any Other Document provides for imposition of a seal by any party thereto, the word “seal” placed adjacent to the party’s name shall be a sufficient indication thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Pay and discharge promptly when due all material Taxes, imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims which, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided , however , that such payment and discharge shall not be required with respect to any such Tax or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, and Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: withdraw his plea. Defense counsel’s testimony that defendant was uncertain as to whether to plead guilty until the very last moment, defendant’s son’s testimony that defendant stated that he was pleading guilty to avoid jail, and defendant’s advanced age and poor health, all support a finding that defense counsel’s gross miseharaeterization of the likely sentencing range could have motivated defendant to plead guilty. The district court, however, incorrectly believed that it did not have discretion to permit defendant to withdraw his plea unless defendant proved actual prejudice. The district court’s unduly narrow view of its discretion requires us to vacate the denial of defendant’s motion to withdraw his plea. See United States v. Ruiz, 257 F.3d 1030, 1033 (9th Cir.2001) (en banc) (<HOLDING>). In Ortega-Ascanio and Garcia, we determined Options: A. holding that a district courts application of the wrong legal standard on a motion to withdraw a plea constitutes an abuse of discretion B. holding that district court abused discretion in denying motion to withdraw plea based on intervening supreme court decision that may have rendered factual basis of plea insufficient C. holding that district court did not abuse its discretion in denying a motion to withdraw guilty plea filed three weeks after entering the plea D. holding that lower courts application of a some effort standard was an abuse of discretion E. holding a motion to withdraw a guilty plea and grant trial is addressed to the sound discretion of the trial court and the supreme court will not upset the courts ruling unless there is a sufficient showing of abuse of discretion

assistant: The best answer is A. holding that a district courts application of the wrong legal standard on a motion to withdraw a plea constitutes 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: The Revolving Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent, any Issuing Lender or Swingline Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent, any Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, Issuing Lender’s or Swingline Lender’s gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

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 acceptance of the benefits of the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Security Documents against any Loan Party or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Security Document against any Loan Party or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement, the other Security Documents and any Intercreditor Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: execute their duties as police officers. Thus, this type of communication falls squarely within the scope of speech as a public employee under Garcetti. Moreover, the fact that plaintiff also copied the Memorandum to next level of supervision (i.e., the Village Board) does not alter the analysis in this case. The fact that plaintiff not only expressed the grievance to his immediate supervisor, but also to the entity ultimately responsible for the proper functioning of the police department is simply further evidence that this speech was not citizen speech; rather, the Memorandum — whether required or not— was clearly pursuant to his duties as a police officer. See, e.g., White v. Sch. Bd. of Hillsborough Cnty., No. 8:06-CV-1626-T27MAP, 2008 WL 227990, at *5 (M.D.Fla. Jan. 25, 2008) (<HOLDING>); see also Knight v. Drye, 375 Fed.Appx. 280, Options: A. holding that where approval of the board of directors was not formally requested a demand would have been futile for it could hardly be expected that if approval of the board of directors were sought defendant who controlled 50 of the board would have authorized the action against himself B. holding that a teachers complaint to school authorities that her principal had instructed her to make improper changes in her own students grades was unprotected because it was made pursuant to her official duties C. holding that letter that was copied to the schools board of directors was written pursuant to her duties and was not protected speech D. holding that pursuant to garcetti plaintiffs speech made in the course of his official duties was unprotected as a matter of law E. holding that after the district court determined that the plaintiffs speech was protected the court was required to inform the jury of its ruling that knapps speech was constitutionally protected

assistant: The best answer is C. holding that letter that was copied to the schools board of directors was written pursuant to her duties and was not protected speech
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: alter the terms and conditions of [her] employment....” Am. Compl. ¶¶ 106, 115. These assertions are insufficient to show significant harm. Because plaintiff has not alleged that she suffered the significant harm necessary for the Court to find her employer’s actions “materially adverse,” the Court will dismiss Counts I and II. 2. Count V: Paid suspension was not materially adverse Plaintiff claims next that she was suspended with pay on March 16 in reprisal for her earlier protected activities. However, like Counts I and II, Count V fails to allege that any harm was associated with this action. Paid suspension alone is not enough to rise to the level of materially adverse unless it causes some further harm or hardship. Compare Greer v. Paulson, 505 F.3d 1306, 1317-18 (D.C.Cir.2007) (<HOLDING>), with Harper v. Potter, 456 F.Supp.2d 25, 29 Options: A. holding that suspension with pay was not adverse employment action B. holding that investigatory suspension with pay was not adverse employment action C. holding that suspension with back pay was still materially adverse because plaintiff presented evidence of a demonstrable effect involving objectively tangible harm which included personal bankruptcy two real estate foreclosures and negative marks on her employment record D. holding that a suspension with pay may constitute materially adverse action for the purposes of retaliation claims depending on the facts of the case E. holding that initial paid suspension of two weeks periodically extended to total 19 months while an internal investigation was conducted is not an adverse action because plaintiff cannot show objectively tangible harm resulting from paid leave

assistant: The best answer is C. holding that suspension with back pay was still materially adverse because plaintiff presented evidence of a demonstrable effect involving objectively tangible harm which included personal bankruptcy two real estate foreclosures and negative marks on her employment record
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: necessary to achieve the purposes of the law” and thoroughly explained his plausible and defensible judgment call. Accordingly, we find no abuse of discretion in the sentencing judge’s determination. CONCLUSION For the foregoing reasons, we affirm Arsenault’s 780-month sentence. 1 . As this sentencing appeal follows a guilty plea, “we glean the relevant facts from the change-of-plea colloquy, the unchallenged portions of the presentence investigation report [ ('PSI') ], and the record of the disposition hearing.” United States v. Vargas, 560 F.3d 45, 47 (1st Cir. 2009). 2 . The government argues that Arsenault may have waived any dispute regarding the Guidelines computations by repeatedly failing to object. See generally United States v. Sweeney, 606 Fed.Appx. 588, 591 (1st Cir. 2015)(<HOLDING>). But we assume favorably to Arsenault that he Options: A. holding that an issue not raised on appeal is waived B. holding issue not raised in the bankruptcy court was waived on appeal C. holding that issue not raised before the postconviction court was forfeited for the purposes of appeal D. holding forfeited theories will be reversed on appeal only if the appellant can satisfy the plain error standard E. holding that a waived issue ordinarily cannot be resurrected on appeal whereas a forfeited issue may be reviewed for plain error

assistant: The best answer is E. holding that a waived issue ordinarily cannot be resurrected on appeal whereas a forfeited issue may be reviewed for plain error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the absence of any indication to the contrary, United States v. Simmons, 587 F.3d 348, 364 (6th Cir.2009), at least where it had the opportunity to consider an argument in favor of such a rejection or its authority to do so was clearly •established at the time of sentencing. Cf. United States v. Curb, 625 F.3d 968, 973 (6th Cir.2010). Although a district court may choose to reject the Guidelines for policy reasons, if it declines to do so and imposes a within-Guidelines sentence, this court affords that sentence a presumption of reasonableness on appeal — as it does all within-Guidelines sentences — notwithstanding any policy arguments that could have favored a categorical variance below. See Simmons, 587 F.3d at 365-66; United States v. Kirchhof, 505 F.3d 409, 414 (6th Cir.2007) (<HOLDING>). Accordingly, the question of whether a Options: A. holding that a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines B. holding that sentence within guidelines range enjoys a presumption of reasonableness C. holding that a presumption of reasonableness applies to a sentence within the childpornography guidelines even though they were not promulgated by the sentencing commission pursuant to empirical data D. holding that we may apply a presumption of reasonableness to a sentence within the guidelines range E. holding a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines

assistant: The best answer is C. holding that a presumption of reasonableness applies to a sentence within the childpornography guidelines even though they were not promulgated by the sentencing commission pursuant to empirical data
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 consideration for the assignment of the Assets, W270 agrees to indemnify and hold harmless the Company and its officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended, against any and all losses, liabilities, damages, and expenses whatsoever (which shall include, for all purposes of this Section 5, but not be limited to, counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with the business of the Company prior to the date hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is material because the Seventh Circuit has recognized only two situations in which the denial of costs under Rule 54(d) might be warranted (the first involves misconduct of the party seeking costs and the second involves a pragmatic exercise of discretion to deny or reduce a costs order if the losing party is indigent) (Mother & Father v. Cassidy, 338 F.3d 704, 708 (7th Cir.2003); Rivera, 469 F.3d at 634-35)), while district courts appear to enjoy broader discretion under § 1132(g)(1). See Nichol, 889 F.2d at 121 (stating that declining “to award attorneys’ fees and costs to ERISA defendants, even prevailing defendants, would rarely constitute an abuse of discretion”) (internal quotation marks omitted); see also Jackman Fin. Corp. v. Humana Ins. Co., 641 F.3d 860, 866 (7th Cir.2011) (<HOLDING>); Hess v. Reg-Ellen Mach. Tool Corp., 367 Options: A. recognizing presumption B. recognizing that 1132g1 creates a presumption in favor of awarding costs and fees to the prevailing party but characterizing that presumption as modest and rebuttable C. holding that guidelines create a rebuttable presumption D. holding that child support formula creates a rebuttable presumption and an inequitable result rebuts the presumption E. holding that in case of a short term marriage a presumption against awarding permanent alimony arises but such presumption is rebuttable

assistant: The best answer is B. recognizing that 1132g1 creates a presumption in favor of awarding costs and fees to the prevailing party but characterizing that presumption as modest and rebuttable
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 transfer station would not be in harmony with the character of the district or its authorized land uses by stating: “adjoining properties, as well as the surrounding area, while zoned for heavy industrial use, have developed in a light industrial or retail commercial manner, or are used residen-tially.” Appellant’s App. at 467. First, we note that the IZO specifies that the grant must be “in harmony ... with the land uses authorized therein.” Id. at 552 (emphasis added). As the record and the BZA’s finding indicate, the surrounding area is principally zoned for heavy industrial use. The landowners in the area who choose to use their land for commercial or other purposes are still authorized to use their land for heavy industrial use. See id. at 621 (testimony of Staff member Salzman) (<HOLDING>). The BZA’s finding that 600 Land’s proposed Options: A. holding that plaintiffs could not relitigate their claim that they were entitled to vsf benefits and that while plaintiffs could have raised additional claims in one or more of the foregoing actions they opted not to do so and they are barred by res judicata from doing so now B. holding land for speculation is a legitimate commercial use grazing on land so classified subject to a special use permit C. holding that if undisclosed evidence might have affected the disposition of the summary judgment motion the plaintiffs chose not to disclose the basis of their claim and they did so at their own risk D. holding that land sales contracts were not securities because they involved no investment in an enterprise even if land was bought on expectation that development of the area would increase the value of the land E. recognizing that land owners using industrialzoned land for other uses have not given up their right to any of the heavy industrial uses so come tomorrow they could flip a switch and start operating a sawmill if they so chose

assistant: The best answer is E. recognizing that land owners using industrialzoned land for other uses have not given up their right to any of the heavy industrial uses so come tomorrow they could flip a switch and start operating a sawmill if they so chose