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: Except as set forth on Section 3.1(a) of the Disclosure Schedule, the Company has no direct or indirect Subsidiaries other than Corindus, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Corindus Security Corporation, a Delaware corporation and wholly-owned subsidiary of the Company. The Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Within five (5) Business Days after all the Tax Benefit Schedules (as defined in each of the Tax Receivable Agreements) with respect to the Taxable Year delivered to (i) each LP Unit Holder pursuant to this Agreement and (ii) the Persons entitled to tax benefit payments under the Tax Receivable Agreement (Merger) become final in accordance with Section 2.3(a) of this Agreement and Section 2.3(a) of the Tax Receivable Agreement (Merger), respectively, APAM shall pay to each Applicable LP Unit Holder for such Taxable Year the Tax Benefit Payment determined pursuant to Section 3.1(b) in the amount Attributable to each Applicable LP Unit Holder. Each such Tax Benefit Payment shall be made, at the sole discretion of APAM, by wire or Automated Clearing House transfer of immediately available funds to the bank account previously designated by the Applicable LP Unit Holder to APAM or as otherwise agreed by APAM and the Applicable LP Unit Holder. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, federal estimated income tax payments. Notwithstanding anything herein to the contrary, unless (i) the parties agree otherwise in writing upon request by the Applicable LP Unit Holder or (ii) the Applicable LP Unit Holder provides written notice to APAM by January 31st following the calendar year in which any Exchange has been effected that such Applicable LP Unit Holder will elect out of installment sale treatment pursuant to Section 453(d), in no event shall the aggregate gross Tax Benefit Payments in respect of any Exchange (other than amounts accounted for as interest under the Code) exceed 50% of the amount equal to the sum of (i) the cash, excluding any Tax Benefit Payments, and (ii) the fair market value (as of the date of such Exchange) of Class A Shares or convertible preferred stock of APAM received by the Applicable LP Unit Holder for the Units Exchanged.

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 legal provision and list the applicable contract clause categories. Provision: None of the Seller nor any of its Affiliates, nor any Representatives of any of the foregoing, is making any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, in connection with this Agreement, any of the Ancillary Agreements or the transactions contemplated hereby or thereby, except as expressly set forth in this ARTICLE III, any certificate delivered pursuant to Section 8.2(a)(iii) or any Ancillary Agreement, and such Persons hereby disclaim any such other representations or warranties.

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

user: The Receiving Party agrees to retain the Material in confidence and not to use the Material for any purpose other than in accordance with the terms of this Agreement and of the Consortium Agreement. Any disclosure of the Data and/or Studies for the purposes of compliance with non-EU regulatory requirements that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest 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 legal provision and list the applicable contract clause categories. Provision: On and subject to satisfaction of the terms and conditions of this Agreement: (i) each Seller hereby agrees to sell, assign, convey, transfer and deliver to the applicable Buyer and each such Buyer hereby agrees to purchase and otherwise acquire from such Seller, all of such Seller’s right, title and interest in and to the Owned Real Property and Acquired Assets (each free and clear of all Encumbrances other than Permitted Encumbrances) owned by such Seller for the amounts set forth on Schedule 2 (and, with respect to the Purchase Price allocations for the Unallocated Parcels set forth on Schedule 2 , as such schedule is updated in accordance with Section 1.7(c) ) and (ii) each applicable Current IASIS Lessee and each applicable Current MPT Lessor agrees, to terminate the existing MPT-IASIS Leases pursuant to the terms and conditions hereinafter set forth. Except as otherwise expressly provided to the contrary herein, the obligations and liabilities of the IASIS Parties under this Agreement shall be joint and several and the MPT Parties’ obligations and liabilities under this Agreement shall be joint and several.

assistant: Sales
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: LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an award, vesting or other similar agreement (a “ Vesting Agreement ”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the terms of any plan pursuant to which the LTIP Units are issued, if applicable. LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units are referred to as “Unvested LTIP Units.” Subject to the terms of any Vesting Agreement, a holder of LTIP Units shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Class A Units are entitled to transfer their Class A Units pursuant to Article XI of the Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, to the extent not inconsistent with and governed by federal law, without giving effect to principles of conflict of laws. All headings in this Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement and shall not affect the interpretation of any of the provisions of this Agreement.

assistant: Construction
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 maintains insurance of the type and in the amount reasonably adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect.

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 case excerpt and choose the best holding from the options. Case excerpt: had an interest in fully investigating Simons’ misconduct, even if the misconduct was criminal. We agree. As it does not appear from the record that FBIS utilized the hard drive for internal investigatory purposes before turning it over to the criminal investigator at OIG, we will assume that the dominant purposes of the warrantless search of Simons’ office was to acquire evidence of criminal activity, which had been committed at FBIS using FBIS equipment. Nevertheless, the search remains within the O’Connor exception to the warrant requirement; FBIS did not lose its special need for “the efficient and proper operation of the workplace,” id., merely because the evidence obtained was evidence of a crime. Cf. New York v. Burger, 482 U.S. 691, 716, 107 S.Ct. 2636, 96 L.Ed.2d 601 (1987) (<HOLDING>); Ferguson v. City of Charleston, 186 F.3d 469, Options: A. recognizing the transition of the administrative hearing process from the division of motor vehicles to the office of administrative hearings B. holding that the discovery of evidence of crimes in the course of an otherwise proper administrative inspection does not render that search illegal or the administrative scheme suspect C. holding for an administrative search to be constitutional under the fourth amendment the subject of the search must be afforded an opportunity to obtain precompliance review before a neutral decisionmaker which requirement would be satisfied by an administrative subpoena D. holding the lumpsum payment of a severance benefit to be evidence of lack of an administrative scheme E. holding the payment of benefits at the occurrence of a single event an indicium of lack of an administrative scheme

assistant: The best answer is B. holding that the discovery of evidence of crimes in the course of an otherwise proper administrative inspection does not render that search illegal or the administrative scheme suspect
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 termination of Employee’s employment with the Company pursuant to the provisions of this Agreement shall not affect Employee’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Employee’s obligations under 0 of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that her constitutional injury resulted from the direct acts or omissions of the official, or from indirect conduct that amounts to condonation or tacit authorization .... ” Rodríguez-García v. Miranda-Marin, 610 F.3d 756, 768 (1st Cir.2010) (internal quotation marks and citation omitted). A plaintiff can either show that the particular defendant personally participated in the deprivation of his or her rights, or can indirectly show that defendant “set[ ] in motion a series of acts by others which the actor knows or reasonably should know would cause other to inflict the constitutional injury.” Sanchez v. Pereira-Castillo, 590 F.3d 31, 51 (1st Cir.2009) (quoting Gutierrez-Rodriguez, 882 F.2d at 561); see also Penalbert-Rosa v. Fortufio-Burset, 631 F.3d 592, 594-95 (1st Cir.2011) (<HOLDING>). Defendants maintain Plaintiffs have failed to Options: A. holding that witness was not an accomplice in distributing marijuana to himself B. holding a named defendant could be someone that participatedeither as a perpetrator or an accomplice in the decision to dismiss plaintiffs C. holding that motion to dismiss cannot be treated as summary judgment D. holding that the district courts decision to dismiss will be affirmed unless it has abused its discretion E. holding that appellants could have amended as of right after they received the motion to dismiss and prior to the trial courts decision

assistant: The best answer is B. holding a named defendant could be someone that participatedeither as a perpetrator or an accomplice in the decision to dismiss plaintiffs
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 Loan Party, any of its Subsidiaries or, to the knowledge of the Loan Parties, any of their respective directors, officers, employees or agents, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) is a Sanctioned Person or (iii) located, organized or resident in a Sanctioned Country.

assistant: Sanctions
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: such prohibited methods may include , but are not limited to , protocol emulation , reverse engineering , modifying world of warcraft , adding components to world of warcraft , or using a utility program to host world of warcraft .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 17.3 if you contact skype by any means other than as set out in paragraphs 17.1 or 17.2 , your request may not be acknowledged .

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: Comply with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: however and to the extent permitted by law , neither we nor any of our officers , directors , employees , representatives , subsidiaries , affiliated companies , distributors , affiliate ( distribution ) partners , licensees , agents or others involved in creating , sponsoring , promoting , or otherwise making available the site and its contents shall be liable for ( i ) any punitive , special , indirect or consequential loss or damages , any loss of production , loss of profit , loss of revenue , loss of contract , loss of or damage to goodwill or reputation , loss of claim , ( ii ) any inaccuracy relating to the ( descriptive ) information ( including rates , availability and ratings ) of the supplier as made available on our platform , ( iii ) the services rendered or the products offered by the supplier or other business partners , ( iv ) any ( direct , indirect , consequential or punitive ) damages , losses or costs suffered , incurred or paid by you , pursuant to , arising out of or in connection with the use , inability to use or delay of our platform , or ( v ) any ( personal ) injury , death , property damage , or other ( direct , indirect , special , consequential or punitive ) damages , losses or costs suffered , incurred or paid by you , whether due to ( legal ) acts , errors , breaches , ( gross ) negligence , willful misconduct , omissions , non-performance , misrepresentations , tort or strict liability by or ( wholly or partly ) attributable to the supplier or any of our other business partners ( including any of their employees , directors , officers , agents , representatives or affiliated companies ) whose products or service are ( directly or indirectly ) made available , offered or promoted on or through the platform , including any ( partial ) cancellation , overbooking , strike , force majeure or any other event beyond our control .

assistant: Limitation of liability
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: Montgomery County Courthouse located in Conroe. The Texas Constitution provides that the court shall conduct its proceedings at the county seat of the county in which each case is pending, except as otherwise provided by law. Tex. Const. art. V. § 7. Neither the mental processes of a judge nor the task of signing orders on motions is a proceeding that must occur from the county seat. See Whatley v. Walker, 302 S.W.3d 314, 325 (Tex.App.-Houston [14th Dist.] 2009, pet. denied); Burns v. Bishop, 48 S.W.3d 459, 465 (Tex.App.-Houston [14th Dist.] 2001, no pet.). Judge Underwood’s action in summarily denying the First Motion did not constitute a proceeding under article V, section 7 of the Texas Constitution that needed to be carried out from the county seat. See Whatley, 302 S.W.3d at 325 (<HOLDING>). Judge Underwood’s action in considering the Options: A. holding that action of judge assigned to hear a motion to recuse in signing an order denying the motion was not a proceeding required to be carried out from in the county seat B. holding that the trial judge did not err by denying a motion to recuse that alleged in part that a defendant had previously worked on the judges election campaigns C. holding that where appellant moved to recuse trial judge from deciding the motion for new trial the judge of the administrative district was required to designate a judge to hear the recusal motion D. holding an appeal may be taken from an order denying a motion to compel arbitration E. holding that an order denying a motion to vacate a 1782 order and denying a motion to quash the subpoena was immediately appealable

assistant: The best answer is A. holding that action of judge assigned to hear a motion to recuse in signing an order denying the motion was not a proceeding required to be carried out from in the county seat
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 notice or other communication by Debtor to Secured Party, which relates to any of the Obligations, the Security Interest or the Collateral, shall be effective until it is received by Secured Party at Secured Party’s address stated below. All notices to be given to Debtor shall be deemed reasonable and properly given if delivered or mailed by regular or certified mail, postage prepaid, to Debtor at its address set forth below or at the most recent address shown in Secured Party’s records.

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: This Agreement and the Transaction and any arbitration or Dispute resolution conducted pursuant hereto shall be construed in accordance with, and governed by, the Laws of the State of New York without reference to the conflict of Laws principles thereof; provided, however, that any matter related to real property shall be governed by the Laws of the state of North Dakota.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: rather on the respective posture of the parties, i.e., that Wife was the “petitioner” and had the burden of establishing the need for an Order of Protection. As defined by section 20-4-20, a “ ‘[petitioner’ means the person alleging abuse in a petition for an order of protection.” S.C.Code Ann. § 20-4-20(d) (1985) (emphasis added). A review of the quoted text as well the rest of the definitional section of the Act, reveals that the statute clearly utilizes the word “person,” a non-gender specific term, to define the parties to an action for an Order of Protection. S.C.Code Ann. § 20-4-20(b), (d), & (e) (1985). Thus, there is no gender-based classification that would implicate a violation of the Equal Protection Clause. See State v. Doe, 46 Conn.Supp. 598, 765 A.2d 518, 523-27 (2000) (<HOLDING>). Furthermore, to the extent Husband attacks Options: A. holding that doctrine does not violate equal protection B. holding that the admission of his juvenile conviction did not violate equal protection C. holding transfer rule did not violate federal equal protection D. holding missouri transfer rule did not violate equal protection E. holding statutory classification of victim and a defendant involved in issuance of a protective order did not violate defendants equal protection rights

assistant: The best answer is E. holding statutory classification of victim and a defendant involved in issuance of a protective order did not violate defendants equal protection rights
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: award of the prize is determined by chance. K.S.A. 21-4302(b); State ex rel. Stephan v. Finney, 254 Kan. 632, 644, 867 P.2d 1034 (1994). It is undisputed that the first two elements are present. The only issue in this case is whether Kandu Challenge is a game of chance. The district court applied a “ 'dominant factor ” test to answer this question. The source of this test in Kansas is Games Management, Inc. v. Owens, 233 Kan. 444, 662 P.2d 260 (1983). In Games, our Supreme Court held that under the facts of the case, certain video poker games were not prohibited gambling devices. 233 Kan. at 448-49. After resolving this main issue, the court also examined the State’s argument thát the winners of the video poker games were determined by chance. 194 Neb. 715, 717, 235 N.W.2d 398 (1975) (<HOLDING>). Three Kings does not directly challenge the Options: A. holding that the first amendment protects communicative aspects of video games B. holding that while broadcasts of basketball games are copyrightable the scores of basketball games represent purely factual information which any patron of an nba game could acquire from the arena as such the underlying games are not copyrightable C. holding that poker and bridge are predominately games of chance D. holding that broadcasts of national basketball association games are copyrightable but that the games themselves are not copyrightable as such copyright preemption did not apply E. holding that the video games at issue are expressive and qualify as speech for purposes of the first amendment

assistant: The best answer is C. holding that poker and bridge are predominately games of chance
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: Guidelines overruled Becker’s holding that such burglary was categorically a crime of violence under 18 U.S.C. § 16(b). Id. at 1112-13. We reasoned that our recognition in Aguila-Montes that § 459’s unlawfulness requirement was different than federal generic burglary’s unlawfulness requirement did not change the fact that the conduct prohibited by § 459 involved a substantial risk of force. Every violation of § 459 might not present that level of risk, but “the proper inquiry for the categorical approach is whether the conduct covered by the crime presents the requisite risk of injury ‘in the ordinary case.’ ” Id. at 1112 (quoting James v. United States, 550 U.S. 192, 208, 127 S.Ct. 1586, 167 L.Ed.2d 532 (2007)); see also United States v. Park, 649 F.3d 1175, 1179-80 (9th Cir.2011) (<HOLDING>). Consequently, we concluded that Becker’s Options: A. holding that kidnapping is a crime of violence which involves a serious potential risk of injury under 18 usc 924 B. holding that 459 is categorically a crime of violence under guidelines 4b12a2 because the usual or ordinary firstdegree burglary in california involves conduct that presents a serious risk of physical violence and injury to others C. holding that california residential burglary is categorically a crime of violence under the residual clause of ussg 4b12a2 which requires the criminal conduct to present a serious potential risk of physical injury to another D. holding that attempted burglary under florida law qualified as a crime of violence under the armed career criminal act 18 usc 924e2biihereinafter acca because it involves conduct that presents a serious potential risk of physical injury to another E. holding that burglary of commercial building is crime of violence under guidelines

assistant: The best answer is B. holding that 459 is categorically a crime of violence under guidelines 4b12a2 because the usual or ordinary firstdegree burglary in california involves conduct that presents a serious risk of physical violence and injury to others
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: “When a generic manufacturer adopts a name brand manufacturer’s warnings and representation without independent investigation, it does so at the risk that such warnings and representations may be flawed. Manufacturers of generic drugs, like all other manufacturers are responsible for the representations they make regarding their products.” Id. at 169-70 (emphasis in original). While the Foster court’s discussion about generic manufacturer’s duties to warn may be dicta, it is still persuasive on this Court. Other courts have notably rejected a drug manufacturer’s attempt to evade liability because of its alleged inability to deviate from the name brand manufacturer’s label without triggering preemption. See Laisure Radke v. Par Pharm., Inc., 426 F.Sup.2d 1163, 1169 (W.D.Wash. 2006) (<HOLDING>); Witczak, 377 F.Sup.2d at 729 (holding that 21 Options: A. holding that the mere fact that the fda does not require a warning on a product label does not necessarily create a conflict B. holding that no proximate causation existed where a treating physician is well aware of the risks of a medical device independent of any warning by the manufacturer C. holding that express warranty claims that could only arise out of fda approval are preempted D. recognizing that subject matter jurisdiction can be questioned at any time and with respect to any claim E. holding that a generic manufacturer with an approved anda can add or strengthen a contraindication warning precaution or adverse reaction at any time without prior fda approval

assistant: The best answer is E. holding that a generic manufacturer with an approved anda can add or strengthen a contraindication warning precaution or adverse reaction at any time without prior fda approval
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 or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Board at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Board establishes. All such elections shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective when it has been executed by Parent, Borrower Holdco, the Borrower Parties and the Administrative Agent and when the Administrative Agent has received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of Parent, Borrower Holdco, the Borrower Parties, each Agent, each Lender and their respective permitted successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto. This Agreement supersedes all prior agreements and understandings between Employee and Company to the extent that any such agreements or understandings conflict with the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in order to get the merger done. Other employees stated that the iPCS network was too “immature” and that management at AirGate was aware of this problem. Id., ¶ 60. Plaintiffs aver that AirGate’s statements were misleading and “untrue when made because, according to numerous confidential sources cited, iPCS’s physical infrastructure and network was outdated, inadequate and would take years to upgrade and complete.” Id., ¶ 102. The court finds that the statements about the network buildout could come within the PSLRA’s safe harbor for forward-looking statements because they contain both current fact and future prediction. See Ehlert, 245 F.3d at 1317 (court considered registration statement in its en tirety to determine whether statements were forward looking); Harris, 182 F.3d at 806 (<HOLDING>). However, unlike the other statements raised Options: A. holding that defendants failure to anticipate future events did not constitute securities fraud B. recognizing that missouri courts have often held that regulations may establish the appropriate standard of care in a negligence case C. recognizing that forward looking conclusions often rest on both historic observations and assumptions about future events D. recognizing that harassment often lacks the permanence that discriminatory actions have E. recognizing that observations made during a psychiatric examination contain a subjective element

assistant: The best answer is C. recognizing that forward looking conclusions often rest on both historic observations and assumptions about future events
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: to render a fair.decision in the case. 1. Initially, the appellant asserts counsel did no urt’s findings, and we adopt them as part of this opinion. 2. Also, the appellant asserts that counsel did not question veniremember B.W. about her relationship to one of the State’s witnesses. With regard to this contention, the circuit court found: “Taylor contends trial counsel should have challenged [B.W.] for cause because her niece was married to Mike Garigues, one of the State’s witnesses. [B.W.] indicated, however, that she would not give more belief or credibility to Garigues’s testimony simply because he was married to her niece. (R. 625-626) The Court finds that his claim is without merit; therefore, it is denied. See, Gibby v. State, 753 So.2d 1206, 1207-1208 (Ala.Crim.App.1999) (<HOLDING>).” (C.R. 610.) The record supports the circuit Options: A. holding that an ineffective assistance of counsel claim must be raised on direct appeal when the facts supporting the claim are presented on the face of the record B. holding that postconviction allegations directly refuted by the trial record are without merit C. holding that misadvice of counsel as to the length of a sentence is a basis for postconviction relief if not refuted by the record D. holding that second state petition for postconviction relief that was dismissed as frivolous and patently without merit was properly filed E. holding that a postconviction claim that is refuted by the record on direct appeal is without merit

assistant: The best answer is E. holding that a postconviction claim that is refuted by the record on direct appeal is without merit
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 exhibits and schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. Any previous agreement among the parties relative to the specific subject matter hereof is superseded by this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gregory M. Burke appeals pro se the district court’s judgment dismissing for lack of jurisdiction his appeal of a bankruptcy court’s order awarding sanctions. We review de novo, Alexander v. Delaney (In re Delaney), 29 F.3d 516, 517 (9th Cir.1994) (per curiam), and we dismiss. The district court properly dismissed Burke’s appeal for lack of jurisdiction because Burke failed to timely file his notice of appeal within 10 days of entry of the bankruptcy court’s order awarding sanctions to the trustee. See Fed. R. Bankr.P. 8002(a) and (c); Anderson v. Mouradick (In re Mouradick), 13 F.3d 326, 327-28 (9th Cir.1994) (<HOLDING>). Burke’s contention that the doctrine of Options: A. holding that it is proper to dismiss an appellants appeal for failure to file a brief or request an extension within the time allotted by the bankruptcy rules B. holding that a bankruptcy rule equivalent to rule 6a ala r civ p should be construed to give the benefit of extending the deadline for submission to the day after the holiday regardless of whether the deadline is expressed as the last day of a period of days or as a date certain C. holding that a bankruptcy court may not extend the 30day objection period D. holding that the filing of an opening brief within the time period for filing a notice of appeal could constitute notice of appeal E. holding that the bankruptcy court could not extend a deadline for filing a notice of appeal beyond the 20 day extension period allowed by the bankruptcy rules

assistant: The best answer is E. holding that the bankruptcy court could not extend a deadline for filing a notice of appeal beyond the 20 day extension period allowed by the bankruptcy rules
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: 14(a) was available). The estate, however, did not take advantage of this avenue. V The estate argues it did not receive a fair hearing because the district court failed to rule on the motion for guardian ad litem and for joinder until after the hearing was concluded. The estate also claims it was prejudiced by being denied the opportunity to depose Tom Murphy. The standard of review on these issues is whether the rulings of the district court were in error and, if so, constituted “harmless error.” N.D.R.Civ.P. 61. The rulings on these matters should be disregarded unless they have “affeet[ed] the substantial rights of the parties.” N.D.R.Civ.P. 61. Sheila has the burden to show her rights have been prejudiced. See In Re Guardianship of Frank, 137 N.W.2d 218, 225 (N.D.1965) (<HOLDING>). A The purpose for allowing the court to Options: A. recognizing plaintiff met this burden B. recognizing burden C. holding that the burden is on the plaintiff D. holding that the burden of proof is on the claimant E. recognizing that the burden of persuasion for a showing of prejudice was on the defendant

assistant: The best answer is B. recognizing burden
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: 6 . A plaintiff may prove discrimination through either direct or circumstantial evidence. Ramsey v. City & County of Denver, 907 F.2d 1004, 1007-08 (10th Cir.1990). Proof of "an existing policy which itself constitutes discrimination” would constitute direct evidence. Id. at 1008. But contrary to Mr. Jones’s argument, the record does not contain direct evidence of a discriminatory policy. In order to be "direct,” evidence must prove “the existence of a fact in issue without inference or presumption.” Hall v. U.S. Dep’t of Labor, 476 F.3d 847, 854 (10th Cir.2007) (quotation omitted). For example, an employer's express adoption of a discriminatory policy constitutes direct evidence. See Trans World. Airlines, Inc. v. Thurston, 469 U.S. 111, 121, 105 S.Ct. 613, 83 L.Ed.2d 523 (1985) (<HOLDING>). To prove the existence of a discriminatory Options: A. holding that an employers policy requiring female employees to make larger pension fund contributions than male employees was discriminatory on its face in violation of title vii B. holding that a complaint must contain enough facts to state a claim to relief that is plausible on its face C. recognizing that whether an employee uses the mcdonnell douglas approach or relies on direct or circumstantial evidence of discriminatory intent the employee must counter the employers legitimate nondiscriminatory reason for its adverse action in such a manner as to create a genuine issue as to discriminatory intent D. holding section 61137 unconstitutional on its face E. holding employers admitted policy discriminatory on its face

assistant: The best answer is E. holding employers admitted policy discriminatory on its face
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: (a) The Loans comprising each ABR Borrowing (including each Swingline Loan (other than an Intraday Swingline Loan) and each Uncommitted Swingline Loan) shall bear interest at the ABR plus the Applicable Rate.

assistant: Interests
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 Purchaser 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 the initial press release as described in Section 4.6. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) the Purchaser does not make any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6, (ii) the Purchaser shall not be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6. Notwithstanding the foregoing, in the case of the 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 Securities 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 case excerpt and choose the best holding from the options. Case excerpt: who are in the habit of making such judgments. Yet, the Supreme Court and Fourth Circuit have admonished hearing officers and reviewing courts alike when they substitute personal opinions or judgments as to proper educational policy, and best placements for the disabled student, in the place of the local educators’ expert judgments. See Rowley, 458 U.S. at 206, 102 S.Ct. 3034; Hartmann, 118 F.3d at 1000-01. These courts have also reminded hearing officers and reviewing courts that school districts are not required to provide a disabled child with the best possible education. See Rowley, 458 U.S. at 192, 102 S.Ct. 3034. The result reached here is properly deferential to Jane’s educators’ unanimous determination that the Interlude placement was appropriate. See Hartmann, 118 F.3d at 1001 (<HOLDING>). Finally, the hearing officer’s conclusion Options: A. holding that whenever the local agency refuses or wrongfully neglects to provide a handicapped child with a free appropriate education that child can be best served on the regional or state level B. recognizing that a parent can petition for postminority support for a disabled child C. holding that local educators deserve latitude in determining the iep most appropriate for a disabled child D. holding that the situs of the alleged tortious conduct is relevant in choosing the most appropriate forum E. holding that review of nonfinal orders determining child custody in child dependency proceedings is not encompassed by rule 9130a3ciii which permits review of nonfinal orders determining child custody in domestic relations cases

assistant: The best answer is C. holding that local educators deserve latitude in determining the iep most appropriate for a disabled child
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 3(d), at any time at any time during an Event of Default Redemption Right Period (as defined below) with respect to an Alternate Conversion Event of Default (regardless of whether such Event of Default has been cured or if the Holder has delivered an Event of Default Redemption Notice to the Company), the Holder may, at the Holder’s option, convert (each, an “ Alternate Conversion ”, and the date of such Alternate Conversion, each, an “ Alternate Conversion Date ”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “ Alternate Conversion Amount ”) into shares of Common Stock at the Alternate Conversion Price.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event any provisions of the Plan are held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and endorsed as if the illegal or invalid provisions had never been contained in the Plan.

assistant: Severability