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: length of service, and sexual singularity, it is plausible that discovery could reveal facts further substantiating the reasonableness of Tasciyan’s belief that her employer discriminatorily failed to promote her. Defendants argue that the Tasciyan’s firing lacked sufficient temporal proximity to her complaint of discrimination to warrant the inference of causation. The Court disagrees. Taken as true, Tasciyan’s factual contentions demonstrate that her employer fired her two to two-and-a half months after she complained about perceived discrimination. Although this length of time is not insignificant, the Court declines to hold that two to two-and-a-half months is insufficient as a matter of law to prove causation. See Williams v. Cerberonics, Inc., 871 F.2d 452, 457 (4th Cir.1989) (<HOLDING>). The Court’s disposition is particularly Options: A. holding that proof that an employer fired an employee three months after the employee filed a charge of discrimination sufficed to state a prima facie case of causation B. holding that three and onehalf months between the filing of an eeoc charge and the adverse employment action was insufficient by itself to establish causation C. holding prima facie case established where employer fired fiftytwo year old accountant pursuant to rif but retained one younger employee in similar position D. holding that the employers discharge of the plaintiff four months after the plaintiff filed a discrimination claim is insufficient to establish a prima facie case of retaliatory discharge E. holding to establish a prima facie case of racial discrimination a plaintiff must show he 1

assistant: The best answer is A. holding that proof that an employer fired an employee three months after the employee filed a charge of discrimination sufficed to state a prima facie case of causation
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: 2680, 2742 (2005); Pub.L. No. 109-163, § 1405(e)(1), 119 Stat. 3136, 3477 (2006); Pub.L. No. 109-366, § 7(a), 120 Stat. 2600, 2635 (2006); Pub.L. No. 110-181, § 1063(f), 122 Stat. 3, 323 (2008). That statutory jurisdictional bar erected by Congress in those amendments, currently found in 18 U.S.C. § 2241(e), is different from the judge-made jurisdictional bar against unexhausted § 2241 petitions set forth in Gonzalez. The latter bar, which has no statutory home, is the only one at issue in the present case. 4 . That Thaler dealt with a different section of the habeas corpus statute and Reed Elsevier dealt with a different statute altogether does not undermine our conclusion that those two decisions abrogated Gonzalez. See United States v. Sneed, 600 F.3d 1326, 1332 (11th Cir.2010) (<HOLDING>); United States v. Lopez, 562 F.3d 1309, 1312 Options: A. holding that the changes in sentencing law imposed by united states v booker us 125 sct 738 160 led2d 621 2005 did not render waiver of appeal involuntary and unknowing B. holding that united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 did not alter the standard of review for the interpretation and application of the guidelines C. holding that one of our prior panel precedents about when criminal filing deadlines are jurisdictional was abrogated by bowles v russell 551 us 205 127 sct 2360 168 led2d 96 2007 even though bowles dealt with civil filing deadlines D. holding that a conviction for florida armed robbery is a crime of violence under the armed career criminal act E. holding that one of our prior panel precedents involving the armed career criminal act was undermined to the point of abrogation by shepard v united states 544 us 13 125 sct 1254 161 led2d 205 2005 even though shepard dealt with a different provision of that act

assistant: The best answer is E. holding that one of our prior panel precedents involving the armed career criminal act was undermined to the point of abrogation by shepard v united states 544 us 13 125 sct 1254 161 led2d 205 2005 even though shepard dealt with a different provision of that act
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: the Government and the defendant “agree that a specific sentence or sentencing range is the appropriate'disposition of the case, or that a particular provision of the Sentencing Guidelines, or policy statement, or sentencing factor does or does not apply (such a recommendation or request binds the court once the court accepts the plea agreement).” Fed.R.Crim.P. 11(c)(1)(C). Banks’s plea agreement contains no such provision. More fundamentally, in Tyler and Freeman, the plea agreements at issue were “based on” § 2D1.1. See Tyler, 2012 WL 1396550, at *4; Freeman, 131 S.Ct. at 2699, 2700 (Sotomayor, J., concurring). In contrast, here Banks’s sentence as it stands today is based, not on § 2D1.1, but on § 4B1.1. As such, Tyler, and Freeman, are inapposite. See Warner, 565 Fed.Appx. at 313 (<HOLDING>). III. Conclusion For the foregoing reasons, Options: A. holding that freeman is inapplicable to defendants sentenced under 4b11 seeking a sentence reduction based on amendments to the guidelines for crack cocaine offenses B. holding that the recent amendment to the crack cocaine guidelines does not qualify defendant for a sentencing reduction under 3582c2 because defendant was originally sentenced pursuant to the guideline range for career offenders C. holding that the defendants sentence was based on the career offender guidelines despite the fact that the district court calculated an offense level pursuant to the crack guidelines D. holding that district court did not err in determining that cocaine base was crack cocaine based on chemical analysis identifying cocaine base together with competent lay testimony bridging the evidentiary gap between cocaine base and crack cocaine and refusing to require showing of smokeability ie water solubility or melting point for purposes of establishing crack cocaine under the guidelines since smokeability distinguishes cocaine base from powder cocaine not from crack E. holding that a district court lacks authority under 3582c2 to reduce a defendants sentence when the defendant was sentenced under 4b11 as a career offender

assistant: The best answer is A. holding that freeman is inapplicable to defendants sentenced under 4b11 seeking a sentence reduction based on amendments to the guidelines for crack cocaine offenses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with the authority to enact felonies, the constitutional and public policy concerns would be immense. However, §§ 91.150 and 91.152 of the Ordinances authorize a maximum penalty of 12 months incarceration— the same minimum penalty authorized under a Class D felony. KRS 532.060(2)(d). In any event, it is not the duration of incarceration that offends the most basic notions of due process and liberty; rather, it is the mere act of authorizing confinement by an entity other than the state. The authority to enact laws depriving citizens of their liberty by incarceration is the exclusive charge of the sovereign. In Kentucky, this authority is non-delegable and, therefore, may not be transferred to local governments. Board of Trustees v. City of Paducah, 333 S.W.2d 515, 518 (Ky.1960) (<HOLDING>). In arriving at this determination, I Options: A. holding that right to be heard in article i section 11 incorporates framers contemporaneous understanding which did not recognize criminal defendants right to testify B. holding that a district court cannot require a unit of state or local government to abide by a consent decree that does not serve any federal interest C. holding that state and local government agencies were not persons under the fca D. holding a local government sued under 1983 has no immunity even if its employee is entitled to qualified immunity and the court of appeals does not have jurisdiction over the local governments interlocutory appeal E. holding that kentucky does not recognize any inherent right to local government

assistant: The best answer is E. holding that kentucky does not recognize any inherent right to local government
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 PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6 .

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 case excerpt and choose the best holding from the options. Case excerpt: summary judgment is untenable with regard to the Exxon claim: it alternatively argues that the Exxon claim was an asset of the Joint Venture but that it did not owe a duty of disclosure to the Corporations-a theory we dismissed above; or that the Exxon claim was not an asset of the Joint Venture because the agreement set the date of accounting as the last day of the month preceding withdrawal. If we were to accept the Joint Venture's logic, there would be a period of almost a month during which the Corporations were members of the Joint Venture and were responsible for the venture's debts, but not entitled to share in the venture's assets. Such an outcome is not consonant with Alaska partnership law. See AS 32.05.030; see generally Winther v. Samuelson, 10 P.3d 1167, 1171 (Alaska 2000) (<HOLDING>). 31 . The Joint Venture and the Corporations Options: A. holding that with respect to civil forfeiture actions property issues concerning ownership are governed by the laws of the state in which the property is located B. holding under oregons larceny statute which is based on new yorks larceny statute that a partner cannot be charged with the theft of partnership property because oregon adheres to the commonlaw rule that partners cannot steal partnership property C. recognizing limited partnership interest as intangible personal property D. holding that ijnjuries caused by the condition of a public entitys property clearly refers to ownership of a property interest which allows a public entity to control the property E. recognizing that partnership property is a type of ownership

assistant: The best answer is E. recognizing that partnership property is a type of ownership
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, to the fullest extent permitted by law, indemnify each director, officer, or employee of the Company and affiliated entities (including the heirs, executors, administrators, and other personal representatives of such person) and the Plan Administrator against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by a person covered under this indemnification clause in connection with any threatened, pending, or actual suit, action, or proceeding (whether civil, criminal, administrative, or investigative in nature, or otherwise) in which the person may be involved by reason of the fact that the person is or was serving the Plan in any capacity at the request of the Company, except that the Company will not indemnify any individual from liability arising from that person’s own fraud, willful neglect or gross negligence.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Electric that “installation” triggers coverage). Therefore, the court concluded that all of the defendant’s policies in effect from the time of the municipality’s discharge until the date of remediation were triggered. In New Castle County, supra, the court held that the “injurious process” encapsulated by the continuous trigger doctrine included a municipality’s initial discharge into a landfill and the gradual leaching of contaminants into surrounding property. 725 F.Supp. at 812 (noting that the “process that led to this property damage began as early as the first half of 1969” and referring to testimony indicating that “there had been a slight deterioration of the wells at Tybouts by July, 1969”). See also Fireman’s Fund Ins. Cos. v. Ex-Cell-O Corp., supra, 662 F.Supp. at 76 (<HOLDING>); United Technologies Corp. v. Liberty Mutual Options: A. holding several defendant insurers liable where policyholders allegedly exposed the sites to pollutants during policy periods B. holding that the language of 9133 applies only to insurers and not to the insurers employees C. holding that an insurance policy cannot be transferred to a third person without the insurers consent D. holding insurer on risk during period of alleged exposure liable for policyholders defense in proportion that period on risk bears to total period of alleged exposure policyholder must bear prorata share of costs for uninsured periods E. holding that the employer was not the insurers agent

assistant: The best answer is A. holding several defendant insurers liable where policyholders allegedly exposed the sites to pollutants during policy periods
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 Guarantee shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein. Each Guarantor hereby irrevocably submits and attorns to the jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this Guarantee, or any of the transactions contemplated hereby, without prejudice to the rights of the Agent or any other Beneficiary to take proceedings in other jurisdictions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address for which the Employee has provided written notice to the Employer, or to the Employer at its main office, attention of Human Resources .

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 case excerpt and choose the best holding from the options. Case excerpt: which are subject to the statute of frauds. There is no evidence of an agreement to share in the business liabilities of the lease operations. Indeed, there is only an agreement to contribute money to purchase an unspecified working interest in the field that was never reduced to writing. Accordingly, we sustain issue three. D. Damages and attorney’s fees In their fourth and six issues, Carpenter and Carpco challenge the award of damages and attorney’s fees. Because the bases of liability — breach of contract and breach of fiduciary duty by a part ner — have been negated by our previous determination of no enforceable agreement or partnership, we hold the trial court erred in awarding damages and attorney’s fees. See State Farm Life Ins. Co. v. Beaston, 907 S.W.2d 430, 437 (Tex.1995) (<HOLDING>); S. Pine Lumber Co. v. Andrade, 132 Tex. 372, Options: A. holding that a party may recover attorneys fees under section 38001 only if the party prevails on a cause of action for which attorneys fees are available and recovers damages B. holding attorneys fees not generally recoverable unless party prevails under cause of action for which attorneys fees are recoverable and damages are recovered C. holding that attorneys fees are not recoverable for a nonprevailing party in a declaratory judgment action D. holding that although attorneys fees are usually not recoverable unless permitted by statute or contract contractual or statutory authorization was not necessary in a malpractice claim to recover attorneys fees and costs as damages E. holding that lexis fees are not taxable as costs but reserving ruling on whether such fees are recoverable as attorneys fees

assistant: The best answer is B. holding attorneys fees not generally recoverable unless party prevails under cause of action for which attorneys fees are recoverable and damages are recovered
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Committee in settlement thereof ( provided, however , that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however , that within sixty (60) days after the institution of any such action, suit or proceeding, such Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: defendants. Id. at 615, 117 S.Ct. 2231. Hence, the district court must engage in a rigorous analysis of whether the Rule’s requirements have actually been met. Gen. Tel. Co. of the Southwest v. Falcon, 457 U.S. 147, 160-61, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982). At times the issues may be plain enough for the court to make its determina tion only on the pleadings. If need be, however, the district court may probe behind the pleadings and forecast what kind of evidence may be required or allowed at trial. See id. Of course, the court must bear in mind that plaintiffs are not required to prove their case at the certification stage. Thus, certification is not an appropriate time to examine the merits. Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 178, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974) (<HOLDING>); In re Visa Check/MasterMoney Antitrust Options: A. holding that while it is not appropriate to consider the merits in determining certification the admissibility of all evidence which has relevance to the merits is not barred if it is relevant to the purpose of refuting or supporting the existence of a class B. holding that the court has no authority to conduct a preliminary inquiry into the merits of an action to determine whether it may be maintained as a class action C. holding certification is not an occasion for inquiry into the merits D. holding that an employers inquiry into the reason for an employees work absences was a permissible jobrelated inquiry under the ada E. holding that the court may only make a facial inquiry into the validity of the certification

assistant: The best answer is C. holding certification is not an occasion for inquiry into the merits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Use the proceeds of any Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar applicable anti-corruption legislation in other jurisdictions.

assistant: Anti-Corruption 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: if you are registering an airbnb account for a company or other legal entity , you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to employ the Executive, and the Executive hereby accepts such employment commencing as of the Commencement Date and continuing , until terminated in accordance with the provisions of Section 3. The Executive’s employment with the Company shall be “at will,” meaning that the Executive’s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement. The time period between the Commencement Date and the Date of Termination shall be referred to herein as the “Term”.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: back their severance benefits before filing their ADEA claims, notwithstanding Plaintiffs’ previously executed waiver of all claims against Allied. D. Summary Judgment on Counterclaims Defendants have appealed the district court’s grant of summary judgment on their counterclaims arguing that the court denied Defendants both adequate notice and an opportunity to respond to Plaintiffs’ summary judgment motion, as required under Fed.R.Civ.P. 56(e) and Circuit Rule 50. Specifically, Defendants complain that the court failed to afford Defendants the full ten days notice on Plaintiffs’ motion, as required by Rules 56(c) and 50. In response, we observe that such objections must be raised before the trial court or they are forever waived. See Tripp v. May, 189 F.2d 198, 199-200 (7th Cir.1951) (<HOLDING>). Thus, Alied waived its chance to appeal these Options: A. holding that a litigant waives any violations of rule 56cs ten day requirement if he fails first to object before the trial court B. holding that when a district court fails to provide reasons for imposing special conditions and the defendant fails to object we review for plain error C. holding that defendant forfeits right to have issue considered on appeal when he fails to object to misconduct at trial D. holding that litigant must object at trial to preserve error for review E. holding that trial court may modify sentence on the same day as the assessment of the initial sentence and before the court adjourns for the day

assistant: The best answer is A. holding that a litigant waives any violations of rule 56cs ten day requirement if he fails first to object before the trial court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Letter Agreement may only be enforced by CF Corp at the direction of Sponsor, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to the Company or any other Person (including CF Corp’s and the Company’s direct and indirect creditors), other than the parties hereto and their respective successors and permitted assigns, any rights to enforce the Commitment or to cause CF Corp to enforce the Commitment. Notwithstanding anything to the contrary in this Letter Agreement, (i) if the Company is entitled to specific performance in accordance with Section 9.09 of the Merger Agreement to cause the Closing to occur, the Company may enforce CF Corp’s right to cause the Commitment to be funded pursuant to Section 1 (solely to the extent that CF Corp can enforce the Commitment in accordance with the terms hereof) without the direction of Sponsor, and in such event and solely to such extent the Company will be a third party beneficiary of CF Corp’s rights under this Letter Agreement and (ii) the Company may enforce CF Corp’s right to cause Sponsor to maintain the Commitment in cash pursuant to Section 11 without the direction of Sponsor. The exercise by CF Corp or the Company of any right to enforce this Letter Agreement does not give rise to any other remedies, monetary or otherwise. Whether or not the Company is entitled to enforce the Commitment in accordance with this Section 2, in the event the Commitment is not funded in accordance with the terms of this Letter Agreement, neither CF Corp, the Company, nor any other Person shall have, and no Person is intended to have, any right of recovery against Sponsor in respect of any liabilities or obligations arising under, or in connection with, this Letter Agreement or the Merger Agreement (including in the event CF Corp breaches its obligations under the Merger Agreement and whether or not CF Corp’s breach is caused by Sponsor’s breach of its obligations under this Letter Agreement), except to the extent expressly set forth in this Section 2.

assistant: Enforceability
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 financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates shown and their consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included in the SEC Filings, neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

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: The Executive’s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive’s spouse or heirs will receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(j) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, and (iv) the amount of any target cash bonus for the Fiscal Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Fiscal Year that the Executive worked for the Company. The amounts referred to in clauses (i) through (iii) above will be paid to the Executive when the same would have been paid to the Executive (whether or not the Term will have expired during such period), and the amount referred to in clause (iv) will be paid to the Executive within sixty (60) days following the Date of Termination.

assistant: Death
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: Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.07(a) or (b) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: U.S. 471, 489, 92 S.Ct. 2593, 33 L.Ed.2d 484 (1972) (listing required processes). See R. at 1052. But he changes course in his opening appeal brief, asserting instead that the processes applied in civil-commitment proceedings are required before defendants can terminate him from the SOTMP. He did not make that argument in the district court and consequently the district court did not address it. Therefore, he has failed to preserve this argument for consideration on appeal. See Simmat v. U.S. Bur. of Prisons, 413 F.3d 1225, 1240 (10th Cir.2005) (declining to consider pro se argument raised for the first time on appeal). Nor will we address the argument that Mr. Firth made in the district court, but fails to renew on appeal. See Bronson v. Swensen, 500 F.3d 1099, 1104 (10th Cir.2007) (<HOLDING>). We proceed, then, to Mr. Firth’s contentions Options: A. holding that a partys failure to raise an issue in the opening brief waived the issue even though the party raised the issue in his reply brief B. holding that failure to raise an issue in an opening brief waives that issue C. holding that the failure to raise an issue in the opening brief waives the issue D. holding omission of issue in opening brief generally forfeits appellate consideration E. holding that appellant waived issue by failing to raise it in opening brief

assistant: The best answer is D. holding omission of issue in opening brief generally forfeits appellate consideration
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 Lenders shall have received audited consolidated financial statements of the Parent Borrower for 2014 and 2015 and interim unaudited consolidated financial statements of the Parent Borrower for any subsequent quarterly period completed at least 45 days prior to the Closing Date.

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: Except for fees payable to the Placement Agents, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by the Company.

assistant: Brokers
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 representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of such Closing with the same force and effect as if they had been made as of such Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to such Closing.

assistant: Representations
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 Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party, (a) the conduct and operations of the businesses of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Credit Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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: Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called “Notices”) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt). Notices shall be addressed to the address set forth below, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other party.

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 case excerpt and choose the best holding from the options. Case excerpt: 253 F.3d 443 (9th Cir.2001) (interpreting whether a delay was “reasonably necessary”); Hondras, 296 F.3d at 602 (stating that there is no dispute that the violation warrant complied with the Warrant Clause). “In construing a statute as a matter of first impression, we first must look to the statutory language:’The starting point in interpreting a statute is its language, for if the intent of Congress is clear, that is the end of the matter.’ ” Morales-Alejo, 193 F.3d at 1105 (quoting Good Samaritan Hosp. v. Shalala, 508 U.S. 402, 409, 113 S.Ct. 2151, 124 L.Ed.2d 368 (1993)). Vargas contends that the plain meaning of the term “warrant” means a document that is based upon probable cause and supported by sworn facts. See United States v. Mohrbacher, 182 F.3d 1041, 1048 (9th Cir.1999) (<HOLDING>). We agree. It is a well-established canon of Options: A. holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance B. recognizing that in the absence of a statutory definition statutory terms are construed in accordance with their ordinary or natural meaning C. holding that an undefined statutory term should be given its natural ordinary meaning D. holding that in the absence of a statutory definition a term should be accorded its ordinary meaning E. holding that a broad statutory definition of a term that was inconsistent with the terms plain meaning did not affect the terms definition in other contexts

assistant: The best answer is D. holding that in the absence of a statutory definition a term should be accorded its ordinary meaning
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: All notices and other communications provided for herein and in the other Loan Documents (including, without limitation, any modifications of, or waivers or consents under, this Agreement or the other Loan Documents) shall be given or made by telecopy, courier, e-mail or U.S. Mail or in writing and telecopied, mailed, e-mailed or delivered to (a) the Borrower or any Guarantor at the “Address for Notices” specified below Borrower’s name on the signature pages hereof or in the Loan Documents, (b) the Administrative Agent at the “Address for Notices” specified below Administrative Agent’s name on the signature pages hereof, (c) any Lender at the “Address for Notices” specified in such Lender’s Administrative Questionnaire, or (d) as to any party, at such other address as shall be designated by such party in a notice to each other party. Except as otherwise provided in this Agreement or in the other Loan Documents, all such communications shall be deemed to have been duly given when transmitted, if transmitted before 5:00 p.m. local time on a Business Day (otherwise on the next succeeding Business Day) by telecopier and evidence or confirmation of receipt is obtained, or personally delivered or, in the case of a mailed notice, three Business Days after the date deposited in the mails, postage prepaid, in each case given or addressed as aforesaid. Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph.

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: No Credit Party shall use the proceeds of any Credit Extension of the Loans except pursuant to Section 6.8 . No Credit Party shall use, and each Credit Party shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Credit Extension (i) to refinance any commercial paper, (ii) in any manner that causes or could reasonably be expected to cause such Credit Extension or the application of such proceeds to violate any applicable Sanctions, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System as in effect from time to time or any other regulation thereof or to violate the Exchange Act, (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (iv) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court of Appeals affirmed the trial court’s judgment, rejecting the proposition that the absence of the word “sole” (i.e., “sole beneficiary”) in the separation agreement left the decedent free to add his sister as a second beneficiary. Id. at *4 (“[N]or does the use of the term ‘beneficiary’ imply that decedent was permitted to name more than one beneficiary under the subject life insurance policy.”). The reasoning of the Eighth District Court of Appeals in Stewart is entirely consistent with Ohio law and rulings from numerous jurisdictions, which have recognized that an “irrevocable beneficiary” has a vested right to insurance proceeds and that the insured has no right to name another beneficiary. See, e.g., Aetna Life Ins. Co. v. Hussey, 63 Ohio St.3d 640, 590 N.E.2d 724 (1992) (<HOLDING>); Prudential Ins. Co. of America v. Boyd, 781 Options: A. holding that a husband unlawfully attempted to name a beneficiary other than his daughter who was the irrevocable beneficiary pursuant to a separation agreement in a divorce decree B. recognizing that a divorce decree which obligated the divorcing husband to name the children of his first marriage as the irrevocable beneficiaries of an insurance policy precluded him from naming his new wife as a beneficiary entitled to a portion of the insurance benefits C. holding that a contract beneficiary may be liable in restitution where the beneficiary by his conduct induces the conferral of the benefit D. recognizing that a property settlement and divorce decree which provided for a certain party to be named the irrevocable beneficiary of a life insurance policy was valid and enforceable against anyone subsequently named as a beneficiary E. holding that the asserted right of the insureds child based on his agreement with his mother during their divorce to name the child as his fegli beneficiary was preempted by feglia

assistant: The best answer is A. holding that a husband unlawfully attempted to name a beneficiary other than his daughter who was the irrevocable beneficiary pursuant to a separation agreement in a divorce decree
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: was made payable to Countrywide Home Loans, Inc. and does not contain an endorsement. At trial, BAC offered the original note, which contained an undated blank endorsement. BAC’s witness, an employee of Bank of America, did not know when the endorsement was made. On appeal, BAC argues that the original note established its standing to foreclose. Although BAC may have established its standing at the time of trial by filing the original note endorsed in blank, it did not establish its standing at inception of the suit. By now it should be understood that a plaintiffs standing at inception of the suit is not established by filing the note with an undated endorsement after the complaint has been filed. See Matthews v. Fed. Nat’l Mortg. Ass’n, 160 So.3d 131, 133 (Fla. 4th DCA 2015) (<HOLDING>); Focht v. Wells Fargo Bank, N.A., 124 So.3d Options: A. holding that where a promissory note had never been made payable to plaintiff or to bearer nor had it ever been indorsed to plaintiff defendants established that plaintiff was not the owner or holder of the note B. holding that because a mortgage provides the security for the repayment of the note the person having standing to foreclose a note secured by a mortgage may be either the holder of the note or a nonholder in possession of the note who has the rights of a holder C. holding that standing at inception of the suit was not established where the note attached to the complaint was not made payable to the plaintiff and contained no endorsement even though the original note endorsed in blank was introduced at trial D. holding that when the basis of the earlier suit was that the plaintiff had had defaulted on a promissory note and the claim in the instant action is whether that promissory note was valid the transaction test is met E. holding that the situs of debt for purposes of the act of state doctrine was not in dubai when the terms of the relevant promissory note provided that the note was payable in united states dollars at the place of the holders designation

assistant: The best answer is C. holding that standing at inception of the suit was not established where the note attached to the complaint was not made payable to the plaintiff and contained no endorsement even though the original note endorsed in blank was introduced at trial