flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plan and (2) require insurers to provide certain procedural protections to insureds (even if the insurance is provided as part of an ERISA-covered employee benefit plan). Aetna Health struck down the state statute at issue because “any state-law cause of action that duplicates, supplements, or supplants the ERISA civil enforcement remedy conflicts with the clear congressional intent to make the ERISA remedy exclusive and is therefore pre-empted.” Aetna Health, 542 U.S. at -, 124 S.Ct. at 2495. The Su preme Court has consistently struck down state laws that create claims for relief against ERISA-covered employee benefit plans, even if those state laws also regulate insurance. See, e.g., Ingersoll-Rand Co. v. McClendon, 498 U.S. 133, 135, 145, 111 S.Ct. 478, 112 L.Ed.2d 474 (1990) (<HOLDING>); Pilot Life, 481 U.S. at 57, 107 S.Ct. 1549 Options: A. holding that a wrongful discharge claim based on violation of a state public policy is not preempted because it is a nonnegotiable independent statelaw right B. recognizing cause of action for wrongful discharge C. holding that the test for preclusion of a common law wrongful discharge claim is disjunctive D. holding that an employees claim for relief for wrongful discharge based on state common law was preempted by 1132a E. recognizing common law tort claim for wrongful discharge in violation of ohio public policy based upon statutory and judicial sources

assistant: The best answer is D. holding that an employees claim for relief for wrongful discharge based on state common law was preempted by 1132a
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: from Congress to do so, particularly in light of the Supreme Court’s suggestion in Russell that no such right exists. Plaintiffs extracontractual claim also fails on the merits. Plaintiffs claim for additional interest necessarily challenges the Board of Trustees’ interpretation and administration of the terms of the Plan. Under the Plan, the Board of Trustees has discretionary authority to determine eligibility for benefits. Thus, even if ERISA affords relief for independent claims of interest on paid benefits, the Court must still scrutinize the Board of Trustees’ decision to award five percent interest under the deferential arbitrary and capricious standard as set forth in Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S.Ct. 948, 956-57, 103 L.Ed.2d 80 (1989) (<HOLDING>). See also Jordan, 875 F.Supp. at 128 Options: A. holding that plan fiduciary is entitled to deferential review if empowered by the plan to construe its terms in order to determine benefit eligibility B. holding that arbitrary and capricious standard applies to section 1132a1b denial ofbenefits claims if the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan C. holding that a denial of benefits will not be reviewed de novo where the language of an erisa plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan D. holding that plan language granting the plan administrator the sole discretion to construe the terms of a long term disability policy and to determine eligibility under the policy triggered arbitrary and capricious review E. holding court must review de novo companys denial of benefits unless benefit plan gives administrator or fiduciary discretionary authority to construe terms of plan in which case courts review a benefits denial under an arbitrary and capricious standard

assistant: The best answer is B. holding that arbitrary and capricious standard applies to section 1132a1b denial ofbenefits claims if the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan
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: 1335-36 (6th Cir.1977). Cf. Francis v. Fox, 838 F.2d 1147, 1150 (11th Cir.1988) (a state work-release regulation issued pursuant to a statutory grant of discretionary power to the Corrections Department is not an ex post facto “law”). But see Akins v. Snow, 922 F.2d 1558, 1561 (11th Cir.1991), petition for cert. filed, 59 U.S.L.W. 3783 (U.S. May 9, 1991) (No. 90-1730) (a state paroling authority’s regulations promulgated pursuant to a broad statutory grant of power to enact parole rules are subject to the ex post facto prohibition); Royster v. Fauver, 775 F.2d 527, 534 (3rd Cir.1985) (“This circuit, alone among all others, maintains that parole regulations may be laws for purposes of ex post facto analysis.”); Rodriguez v. United States Parole Comm’n, 594 F.2d 170, 174 (7th Cir.1979) (<HOLDING>). Because we hold that the Minnesota parole Options: A. holding a parole rule equivalent to a statute B. holding that habeas petition challenging the state boards decision to defer his scheduled parole release date was rendered moot by prisoners release from custody on parole and subsequent incarceration for violating his parole C. holding that parole is not a right in pennsylvania D. holding defendant does not waive fourth amendment protection by signing parole agreement but the search condition does confirm right of parole officer to conduct reasonable searches within scope of parole mission E. holding that the state courts decision to uphold the parole boards denial of parole was an unreasonable determination of the facts in light of the evidence

assistant: The best answer is A. holding a parole rule equivalent to a statute
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: Damages in the event of breach of Section 7.12 by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each party, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives, to the fullest extent permitted by law, any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such party from pursuing any other rights and remedies at law or in equity that such party may have.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Buyer is duly formed, validly existing and in good standing under the laws of the state of its formation. Buyer has full power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. All requisite action has been taken by Buyer in connection with the entering into this Agreement and has or will be taken with respect to the instruments referenced herein, and the consummation of the transactions contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The titles to the Articles and the headings of Sections in the Plan are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather that such titles or headings, shall control.

assistant: Titles
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: 385 (1991). Insofar as Bowling may be claiming that this alleged state-law error violated due process, we believe that any potential error was not so fundamentally unfair as to violate Bowling’s due-process rights. Insofar as Bowling may be claiming that this alleged error entitled him to an evidentiary hearing in federal court, we have considered and rejected this claim immediately above. 10 . There is a violation of state law here, however, because during the period between Caldwell and Dugger (and before the trial in this case), the Kentucky Supreme Court held that the word "recommend,” while technically accurate, improperly suggested to the jury that they were "merely one step in a long process.” Tamme v. Commonwealth, 759 S.W.2d 51, 53 (Ky.1988); cf. Kordenbrock, 919 F.2d at 1101 (<HOLDING>). We do not believe this violation of state law Options: A. holding that appeal from a decision of the attorney general denying legal representation was before the appellate division as of right to review the final decision of a state officer B. holding that there was no violation of state law because the trial and appeal in the case at bar happened before the decision in tamme and the decision in tamme was not retroactive C. holding that the court of appeals in applying state law on appeal of a diversity action must apply law of the state as it existed at the time of its decision rather than as it stood at the time the case was decided in district court D. holding an appellate decision becomes the law of the case and is controlling on both the trial court and on any further appeals in the same case E. holding that even when there is a conflict of evidence before the commission and the evidence was such that the commission could have reasonably reached a contrary decision the commissions decision was not arbitrary and capricious

assistant: The best answer is B. holding that there was no violation of state law because the trial and appeal in the case at bar happened before the decision in tamme and the decision in tamme was not retroactive
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: scheme because the harm visited upon the SIPC was merely derivative of an injury to two broker-dealers, who not only could have sued Holmes but did sue him. Holmes, 503 U.S. at 271-73, 112 S.Ct. 1311; id. at 274 (“We hold not that RICO cannot serve to right the conspirators’ wrongs, but merely that the non-purchasing customers, or SIPC in their stead, are not the proper plaintiffs.”). “[A] plaintiff who complaints] of harm flowing merely from the misfortunes visited upon a third person by the defendant’s acts,” the Court reasoned, “generally ... stand[s] at too remote a distance to recover.” Id. at 268-69, 112 S.Ct. 1311. The Court then offered three administrative justifications for this “directness” requirement: (1) the “difficulty]” in “ascertaining , 103 S.Ct. 897 (<HOLDING>). This Court has hewed to the same path before Options: A. holding that an indirect purchaser lacked standing under the antitrust laws to sue for overcharges passed on to them by intermediaries B. holding that plaintiffs lacked standing to sue C. holding that a plaintiff who did not have a direct contractual relationship with the defendant and who suffered injuries derivative of those realized by intermediate parties lacked standing to sue under rico D. holding that employers have standing to sue E. holding that a union lacked standing to sue for injuries passed on to it by intermediaries

assistant: The best answer is E. holding that a union lacked standing to sue for injuries passed on to it by intermediaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or disapproves it. Id. at 602. Regardless whether a state properly submits a new law for approval to EPA, however, EPA retains a mandatory duty under Eleventh Circuit law to review new or revised standards. See id. at 602-03 (reversing the district court for failure to conduct an independent review whether a new Florida law constituted a change in water quality standards). Assuming without deciding that the Fifth Circuit would follow the Eleventh Circuit on this issue, the Court still imposed on Plaintiff by deferral of adjudication until EPA has had the opportunity to accomplish its duties and Plaintiff has had' the opportunity to clarify and finalize 'its ease if EPA fails. See National Ass’n of Reg. Util. Comm’rs v. United States Dept. of Energy, 851 F.2d 1424, 1429 (D.C.Cir.1988) (<HOLDING>). Even if jurisdiction might arise at a later Options: A. holding that for an institutional interest in deferral to be outweighed postponement must impose a hardship on the complaining party that is im mediate direct and significant B. holding accuseds right to fair trial outweighed newsmans interest in protecting sources and privilege must yield C. holding that a statecreated liberty interest in ones classification may exist where classification imposes atypical and significant hardship D. holding that a party invoking rule 56f protections must affirmatively demonstrate how postponement of a ruling on the motion will enable him by discovery or other means to rebut the movants showing of the absence of a genuine issue of fact E. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees

assistant: The best answer is A. holding that for an institutional interest in deferral to be outweighed postponement must impose a hardship on the complaining party that is im mediate direct and significant
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: If the Optionee’s employment with or service to the Company terminates by reason of Disability, the Option shall become immediately vested and exercisable to the extent the Performance Criteria set forth in Exhibit A have been satisfied as of the date of the Optionee’s termination of employment or service, without regard to the Time-Based Criteria, which shall be deemed to have been satisfied as of the date of such termination, and the Option thereafter may be exercised for a period of twenty-four (24) months from the date of such termination of employment or service or until the expiration of the term of the Option, whichever period is shorter, provided , however , that, if the Optionee dies within such 24-month period and prior to the expiration of the term of the Option, the Option shall thereafter be exercisable for a period of 24 months from the time of death or until the expiration of the term of the Option, whichever period is shorter.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you accept these terms by creating a microsoft account or skype account , through your use of the services , or by continuing to use the services after being notified of a change to these terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any provision of the Plan or this Award Certificate shall not affect the validity or enforceability of any other provision of the Plan or this Award Certificate, and each other provision of the Plan and this Award Certificate shall be severable and enforceable to the extent permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and when Olmsted ultimately, without prompting by the District, submitted his notice of resignation. This period of time provided Olmsted with ample opportunity to reflect on his options. Olmsted claims that Minnesota courts only apply the St. Louis Park factors when a party is claiming duress due to a generic threat. He avers that the factors do not apply in cases involving an unlawful threat. We believe that Minnesota law is to the contrary. See, e.g., Theisen v. Theisen, No. C6-99-2042, 2000 WL 979124, at *2 (Minn. Ct. App. July 18, 2000) (unpublished) (finding that an unlawful threat of physical violence was cured under the factors set forth in St. Louis Park)', Olchefski v. St. Paul Pioneer Press, No. C9-93-417, 1993 WL 302116, at *3 (Minn. Ct. App. Aug. 10, 1993) (unpublished) (<HOLDING>). Moreover, Minnesota law connects duress to Options: A. holding that a plaintiff who charged the defendants with conspiring to perpetrate an unlawful purpose could not recover because the defendants committed no unlawful act B. holding that plaintiff failed to establish pretext where plaintiff was terminated after the employer conducted an investigation into a subordinates allegations of misconduct on the part of the plaintiff and believed the allegations to be true even though plaintiff presented evidence in the lawsuit that the allegations may have been false C. holding that unlawful threat by defendant to he about plaintiff and deny everything if plaintiff brought a lawsuit were cured under st louis park factors D. holding that unjust enrichment is brought about by unlawful or improper conduct as defined by law E. holding that an adequate remedy exists if the plaintiff could assert the issues sought to be declared as a defense in an action brought by the defendant

assistant: The best answer is C. holding that unlawful threat by defendant to he about plaintiff and deny everything if plaintiff brought a lawsuit were cured under st louis park factors
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: Third, we agree with both the arbitrator and the district court that Polk and Standard Brands are distinguishable. Those cases involved only successorship provisions; here, we have an obligation that arose independently of a successorship clause and pursuant to a separate, specific contractual provision. Finally, we find no merit in Van Waters’ contention that a remedy which extends beyond the expiration date of a collective bargaining agreement is per se inappropriate. Indeed, in Enterprise Wheel, the Supreme Court reversed a court of appeals decision that vacated an arbitral award because the award extended beyond the expiration of the collective bargaining agreement. 363 U.S. at 599, 80 S.Ct. at 1362; see also ILWU Local 142 v. Land & Constr. Co., 498 F.2d 201, 204 (9th Cir.1974) (<HOLDING>). Indeed, the Supreme Court has emphasized the Options: A. holding that back pay awards are not excludable from gross income under 26 usc 104a2 1988 because the overwhelming weight of authority supports the view that an award of back pay under title vii does not constitute the legal remedy of damages B. holding that back pay may be awarded to the date of judgment C. holding that an arbitral award of back pay that continued beyond the expiration of the collective bargaining agreement was perfectly appropriate because the agreement contained no provision restricting back pay to the term of the agreement D. holding that oral agreement made in connection with reinstatement should be treated as part of collective bargaining agreement E. holding that an award of back pay is an issue for the court

assistant: The best answer is C. holding that an arbitral award of back pay that continued beyond the expiration of the collective bargaining agreement was perfectly appropriate because the agreement contained no provision restricting back pay to the term of the agreement
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: or constructive discharge claims is no longer relevant. Second, anecdotal evidence of discrimination should only be admitted if “the prior incidences of alleged discrimination can somehow be tied to the employment actions disputed in the case at hand.” Simms v. State of Oklahoma, 165 F.3d 1321, 1330 (10th Cir.1999). Plaintiff can meet this requirement by showing that the same supervisors were involved in prior discriminatory employment actions. Id. Third, the district court should carefully scrutinize the time frame in which other alleged acts of discrimination occurred. Discriminatory incidents which occurred either several years before the contested action or anytime after are “not sufficiently connected to the employment action in question to demonstrate pretext.” Id. at 1331 (<HOLDING>); see also Cooley v. Carmike Cinemas, Inc., 25 Options: A. holding that a remark by a decisionmaker made two years before termination was too remote in time to support a finding of pretext for intentional discrimination B. holding that discriminatory event which took place three years before was too remote C. holding that collateral crime that occurred twelve years prior to charged offense not too remote in time D. holding that eight years between prior convictions and the beginning of the charged conspiracy was not too remote E. holding that prior distribution and possession convictions that were eight and ten years before the charged conduct occurred were not too remote

assistant: The best answer is B. holding that discriminatory event which took place three years before was too remote
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 Addendum and any amendments, waivers, or consents relating hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute but one and the same instrument.

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: Each person who is or was a member of the Committee shall be indemnified by the Company against and from any damage, loss, liability, cost and expense that may be imposed upon or reasonably incurred by him in connection with. or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan, except for any such act or omission constituting willful misconduct or gross negligence. Such person shall be indemnified by the Company for all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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: XL Group will, and will cause each of its Significant Subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties in such amounts as is customary in the case of corporations engaged in the same or similar businesses having similar properties similarly situated, provided, however, that the foregoing shall not impose on XL Group or any Significant Subsidiary of XL Group any obligation to enter into any reinsurance agreements.

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: Participant acknowledges that a waiver by the Company of breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach by Participant or any other Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not, and shall use its commercially reasonable efforts to ensure that no affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you will comply with all applicable export control laws of the united states and any other applicable governmental authority , including , without limitation , the us export administration regulations ( `` export laws '' ) .

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: Each Borrower authorizes Agent and Lenders (and Agent and Lenders hereby agree) to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers based on telephonic or e-mailed instructions to Agent. Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs materially from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(g) hereto. All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance in all material respects with all applicable securities laws. Except as disclosed in Schedule 3.1(g) hereto, the Company did not have outstanding at June 30, 2016 any other Options, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or entered into any agreement giving any Person any right to subscribe for or acquire, any shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as set forth on Schedule 3.1(g) hereto, and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) and the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. To the knowledge of the Company, except as disclosed in the SEC Reports and any Schedules 13D or 13G filed with the SEC pursuant to Rule 13d-1 of the Exchange Act by reporting persons or in Schedule 3.1(g) hereto, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the outstanding Common Stock.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee acknowledges that Employee is in possession of and has access to confidential information of the Company and its Subsidiaries, including material relating to the business, products and services of the Company and its Subsidiaries, and that he or she will continue to have such possession and access during employment by the Company and its Subsidiaries. Employee also acknowledges that the business, products and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. Accordingly, Employee agrees to be bound by the terms and conditions set forth on Attachment I.

assistant: Intellectual Property
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 Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to Section 4.2. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to Section 4.2, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the disclosure schedules, if any. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of this Agreement, you hereby acknowledge that the Company owns the exclusive right, title and interest in and to the Confidential Information and the intellectual property embodied in, relating to, based upon or arising from Confidential Information. You also acknowledge that the structure of the Company’s IT systems is the intellectual property of the Company as is access thereto. Should your employment end for any reason, you will not attempt or facilitate access by unauthorized persons to the Company’s intellectual property.

assistant: Intellectual Property
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: or offered any factual basis from which the Court could infer that ASC 310-30 implementation is straightforward or simple. In addition, the authorities Plaintiff cites in support of its position are primarily from other circuits and are distingu s allegations regarding EFSC’s earnings restatements and GAAP violations do not raise the required strong inference of scienter. Having concluded that Plaintiffs § 10(b) claim fails, the Court also holds that the claims against the individual Defendants under § 20(a) must likewise be dismissed. “The plain language of the control-person statute dictates that, absent a primary violation, a claim for control-person liability must fail.” Lustgraaf, 619 F.3d at 873; see also In re Navarre Corp. Securities Litigation, 299 F.3d 735, 748 (8th Cir.2002) (<HOLDING>). CONCLUSION Because Plaintiff does not Options: A. holding that claim for sons suicide was not actionable B. holding that the plaintiffs stated a claim for conspiracy because they alleged an actionable tort C. holding communication to two people not actionable D. holding that speech must be a threat or coercion to be actionable E. holding that an actionable 20a claim must be preceded by an actionable primary violation under 10b

assistant: The best answer is E. holding that an actionable 20a claim must be preceded by an actionable primary violation under 10b
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 litigation, suit or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Loan Party, threatened by or against any Group Member or against any of their respective properties, assets or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) as to which there is a reasonable possibility of an adverse determination that would reasonably be expected to have a Material Adverse Effect.

assistant: Litigations
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: If any clause or provision of this Agreement is determined to be illegal, invalid or unenforceable under any present or future law by the final judgment of a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any such provision is held to be invalid, illegal or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provision as is possible, and that such added provision will be legal, valid and enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has delivered to the Lender audited Balance Sheets as of June 30, 2015 and 2016 and audited statements of income and cash flows for the fiscal years ended June 30, 2015 and 2016. The Borrower has also delivered an unaudited Balance Sheet as of September 30, 2016 and unaudited statements on income and cash flows for the three months ended September 30, 2015 and 2016 (collectively, the “ Financial Statements ”). The Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly and accurately present in all material respects the consolidated financial position of the Credit Parties as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). To the best knowledge of the Credit Parties, no other information provided by or on behalf of the Credit Parties to the Lender, either as a disclosure schedule to this Agreement, or otherwise in connection with Lender’s due diligence investigation of the Credit Parties, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

assistant: Financial Statements
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, GUARANTOR AND EACH LENDER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SEVENTH AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes assessments, claims and governmental charges that that were required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: Each of MPI, Columbia and NFM was duly organized and is validly existing under the laws of the jurisdictions in which it was formed. Each of MPI, Columbia and NFM is qualified to do business and is in good standing in the jurisdiction of its formation, has full power and authority to consummate the transactions contemplated hereby, and has filed all documents and registrations, including tradename registrations, required by law for it to conduct its business. Each of MPI, Columbia and NFM is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification. The execution and delivery of this Agreement and the other Loan Documents by MPI, Columbia and NFM, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action of MPI, Columbia and NFM, and each of their respective officers, directors, managers, shareholders, members or partners, as applicable. Each of the agreements, certificates, documents and instruments delivered to WWSAF pursuant to this Agreement or in connection with WWSAF's due diligence is true, correct and complete.

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

user: This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. If any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions completed hereby are fulfilled to the extent possible.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (2d Cir. 1982)). The Court will not construe unfair competition/misappropriation claims to apply to the two musical compositions at issue, however, because federal copyright law preempts them. Compare 17 U.S.C. § 301(a) (preempting state law claims "equivalent” to exclusive rights under the federal copyright laws for, inter alia, unpublished works created prior to 1978), with § 301(c) (excluding sound recordings fixed prior to February 15, 1972 from preemption until 2067). 19 .”[T]he existence of a valid copyright” is the first essential element for a claim of copyright infringement, under both New York law and federal law. Lime Grp., 784 F.Supp.2d at 436; see also Capitol Records, LLC v. Escape Media Grp., Inc., No. 12 Civ. 6646 (AJN), 2015 WL 1402049, at *4 (S.D.N.Y. Mar. 25, 2015) (<HOLDING>). Likewise, a claim of unfair competition by Options: A. holding that a fraud claim premised on thirdparty reliance raises a cognizable claim under new york law B. holding that the most analogous claim for relief under new york law is a claim for employment discrimination C. holding that dalessio did not justify removal where the gravamen of plaintiffs complaint was that defendants made materially false statements to them in a manner prohibited by new york law and in violation of duties created by new york law and no construction or interpretation of federal law was required D. holding that new york law applies to this matter E. holding that elements of a common law copyrightinfringement claim under new york law mirror those of a federal copyrightinfringement claim

assistant: The best answer is E. holding that elements of a common law copyrightinfringement claim under new york law mirror those of a federal copyrightinfringement claim