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: proceedings the Petitioner [former wife] seeks to modify the same Final Judgment which was the subject of the 2 prior contempt proceedings in Duval County and a 3rd was filed shortly after the Petitioner’s Petition for Modification. The 3rd Contempt Motion is presently pending.” The former wife contends that the trial court erred by granting the former husband’s Motion to Dismiss where there were no proceedings pending in the Duval Circuit Court when she filed her Complaint in Miami-Dade County. We agree. The former husband acknowledges that the trial court erred by relying on his third motion for contempt when granting the Motion to Dismiss because this motion for contempt was filed after the former wife filed her Complaint in the Miami-Dade Circuit Court. See Amir, 896 So.2d at 794 (<HOLDING>) (citations omitted). The former husband, Options: A. holding that motion to transfer also must show either that county where action is pending is improper or that venue is mandatory in another county B. recognizing that if the plaintiff files suit in a county where venue does not lie the plaintiff waives the right to choose and the defendant may have the suit transferred to a proper venue C. holding that tr 76a required that the trial court grant the motion for change of venue from laporte county where laporte county was a party to the action despite the fact that it was also a preferred venue D. holding that if a modification petition is filed in a county where venue is appropriate it is improper to transfer the venue to another county merely because venue also would have been proper in the other county however once an enforcement proceeding is undertaken in an appropriate venue venue is improper in a different county over a subsequently filed petition to modify the decree which was the subject of the enforcement proceedings E. holding that venue was improper in the county of death because no other event occurred there

assistant: The best answer is D. holding that if a modification petition is filed in a county where venue is appropriate it is improper to transfer the venue to another county merely because venue also would have been proper in the other county however once an enforcement proceeding is undertaken in an appropriate venue venue is improper in a different county over a subsequently filed petition to modify the decree which was the subject of the enforcement proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a pattern. While declining to establish a specific test to be applied by lower courts, Justice White pointed to language in the legislative history of the act suggesting that a pattern of. activity must exhibit “continuity plus relationship.” Id. at 496 n. 14, 105 S.Ct. at 3285 n. 14. By focusing on these two concepts, lower courts could develop their own standards’ for determining the existence of a pattern of racketeering activity. Id. Although Sedima attempted to provide a theoretical foundation for the pattern analysis, as a practical matter, the concept remained as vague and amorphous as it had been prior to Sedima. Evidence of this uncertainty can be seen in the wide range of approaches developed by Circuit Courts. See Superior Oil Co. v. Fulmer, 785 F.2d 252 (8th Cir.1986) (<HOLDING>); R.A.G.S. Couture, Inc. v. Hyatt, 774 F.2d Options: A. holding that to prevail under civil rico plaintiff must prove that defendants participated in the conduct of an enterprise through a pattern of racketeering activity B. recognizing that by accepting bribes in exchange for allowing violations of a collective bargaining agreement the defendant was conducting the rico enterprise local union through racketeering activity even though the union was harmed by the racketeering activity C. holding that plaintiffs allegation that defendant engaged in multiple instances of mail and wire fraud did not allege pattern of racketeering activity with sufficient particularity D. holding that plaintiff stated pattern of racketeering activity where defendants allegedly committed various predicates with common design of defrauding plaintiffs of money and obtaining control of coal mine E. holding that a pattern of racketeering activity required multiple illegal schemes

assistant: The best answer is E. holding that a pattern of racketeering activity required multiple illegal schemes
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: solely in respect of users located in the eea and/or australia , in respect of these terms of use and your use of this site , service , content or user submissions , nothing in these terms of use shall be deemed to grant any rights or benefits to any person , other than us and you ( and our and your respective successors in title or assignees ) , or entitle any third party to enforce any provision hereof , and we and you agree that we do not intend that any provision of these terms of use should be enforceable by a third party by virtue of the contracts ( rights of third parties ) act 1999 .

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 Plan will be construed in accordance with the laws of the State of Georgia, without regard to any choice-of-law rules, except to the extent such laws are preempted by ERISA and the Code and/or any other applicable federal law.

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 PLEDGOR AND THE COMPANIES EACH HEREBY: (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGORS, ANY COMPANY AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PLEDGORS AND THE COMPANIES AND THE PLEDGOR AND THE COMPANIES HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. SECURED PARTY IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PLEDGORS, THE COMPANIES AND SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. THE PLEDGORS AND THE COMPANIES REPRESENT AND WARRANT THAT EACH OF THEM HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

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: what the worksharing agreement accomplished in this- case. The language of the agreement is not discretionary. It waives ERD’s right to exclusive jurisdiction for all charges which are to be initially processed by the EEOC, and further provides that the EEOC will initially process all charges filed more than 240 days after the date of violation. Hunt does not assert that the state had a contrary intent in executing the worksharing agreement, and in fact concedes that the language would normally effect a waiver. We therefore hold, consistent with its plain language, that the worksharing agreement is self-executing, and therefore the waiver of exclusive jurisdiction occurred at the time that the complaint was filed with the ERD. See Marlowe v. Bottarelli, 938 F.2d 807 (7th Cir.1991) (<HOLDING>); Ford v. Bernard Fineson Development Center, Options: A. holding there was no personal jurisdiction over nonresident guarantor of equipment lease although payments were made to illinois bank the guaranty was accepted in illinois and it provided that it would be gov erned by illinois law B. holding that waiver provision of illinois worksharing agreement was selfexecuting and worked instantaneous constructive termination of the states jurisdiction over the charge C. holding that new yorks worksharing agreement contained a selfexecuting waiver of the states right to exclusively handle discrimination claims for 60 days and that the waiver constituted a termination under 2000e5c D. holding that illinois wage law did not apply to nonresident employee who worked outside the state even though eim ployers primary place of business was in illinois E. holding that the united states breach of the plea agreement releases the defendant from the appeal waiver

assistant: The best answer is B. holding that waiver provision of illinois worksharing agreement was selfexecuting and worked instantaneous constructive termination of the states jurisdiction over the charge
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 Restricted Entity carries insurance (which may be carried by the Restricted Entities on a consolidated basis) with reputable insurers in respect of such of their respective Properties and liabilities, in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar businesses in accordance with Section 5.3.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, (ii) one business day after being deposited with an overnight courier service (costs prepaid), (iii) when sent by facsimile or e-mail if sent during normal business hours and on the next business day if sent after normal business hours, in each case with confirmation of transmission by the transmitting equipment, or (iv) when received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid, in each case to the addresses, facsimile numbers or e-mail addresses and marked to the attention of the persons designated (by name or title) on the signature page hereto, as applicable, or to such other address, facsimile number, e-mail address or person as such party may designate by a notice delivered to the other party hereto.

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: oral promise extrinsic to an integrated contract that would purport to contradict or modify the express terms of the written contract. See Wells v. Uvex Winter Optical, Inc., 635 A.2d 1188, 1192 (R.I.1994). The estate proffered the annual report as an admission, statement, or verbal act — but not as an integrated contract whose terms were now being challenged. Thus, the parol-evidence cases cited by the estate are entirely inapposite to the issue before us. Compare Supreme Woodworking Co. v. Zuckerberg, 82 R.I. 247, 107 A.2d 287 (1954) (applying rule to written purchase-order agreement); D.W. Flint Motor Sales, Inc. v. Crofton, 54 R.I. 160, 171 A. 236 (1934) (applying rule to a bilateral written contract); Dennis v. Joslin Manufacturing Co., 19 R.I. 666, 36 A. 129 (1896) (<HOLDING>). In any event the estate made no objection on Options: A. holding on the particular facts before the court that parol evidence of a dividend declaration was inadmissible because of its potential to result in disparate rights between similarly situated stockholders B. holding the record did not contain enough facts to determine whether the statute was constitutional as applied to the particular facts and circumstances of the case C. holding that the trial courts damages award was against the manifest weight of the evidence because it was based upon inadmissible evidence D. holding defendant failed to rebut statutory presumption where evidence was not particular to the facts and circumstances of the case E. holding exwifes claim regarding admission of parol evidence was not preserved for appeal because she failed to object to the evidence or to having an evidentiary hearing

assistant: The best answer is A. holding on the particular facts before the court that parol evidence of a dividend declaration was inadmissible because of its potential to result in disparate rights between similarly situated stockholders
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: tribunals as sources of customary international law. But see In re Apartheid, 346 F.Supp.2d at 549-50 (finding that these tribunals are not binding sources of international law). In Sosa, the Supreme Court held that the U.N. Universal Declaration of Human Rights did not establish the existence of binding customary international law because the Declaration did “not of its own force impose obligations as a matter of international law.” 124 S.Ct. at 2767. The Sosa Court also held that the U.N. International Covenant on Civil and Political Rights was not a source of binding international law because, even though it was ratified, it was done so “on the express understanding that it was not self-executing” and did not create any enforceable obligations. Id.See also Flores, 343 F.3d at 162 (<HOLDING>) (emphasis in original). The Nuremberg trials Options: A. holding that claims are related if they involve a common core of facts or they are based on related legal theories B. holding that treaties which are entitled conventions or covenants are proper evidence of customary international law because and insofar as they create legal obligations C. holding that restrictive covenants are not favored by the law and should be strictly construed as they are an interference with an owners free and full enjoyment of his property D. holding that that choices as to selection and arrangement are entitled to copyright protection only so long as they are made independently E. holding that arguments that are not raised or that are not accompanied by factual and legal support are deemed waived

assistant: The best answer is B. holding that treaties which are entitled conventions or covenants are proper evidence of customary international law because and insofar as they create legal obligations
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: Until the Closing, Buyer shall use commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including satisfying Seller’s conditions to Closing in 0 . Until the Closing, the SN Parties shall (and, until the Closing, to the extent they have the Legal Right, shall cause the Company to) use commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including satisfying Buyer’s conditions to Closing in 0 .

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: Unless the Committee determines otherwise, if the Participant’s rights with respect to the Award pursuant to this Award Agreement do not vest prior to the date on which the Participant’s employment with the Company and/or its Affiliates terminates for any reason, the Participant’s rights with respect to such Award shall immediately terminate, and the Participant will not be entitled to receive any payments with respect thereto (as further described in Section 7(i) below).

assistant: Forfeitures
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 claim or controversy between the parties to this Agreement which arises out of or relates to the Agreement, the business of the Company, Employee’s employment with Company, or any other relationship between Employee and Company, shall be settled by arbitration in accordance with the Employment Arbitration Rules of the American Arbitration Association, and judgment upon an award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. In deciding any claim or controversy between the parties and rendering an award, the arbitrator or arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Alabama. Any arbitration proceedings shall be held in Birmingham, Alabama, or in such other place as may be selected by mutual agreement of the parties.

assistant: Arbitration
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: find a scheme to defraud. He also conceded in his brief that either Pastor Holmes or the Greater Hope Baptist Church could be classified as the victims of his fraudulent scheme. He argues that there was insufficient evidence of the victim’s travel and that the district court erred in its instruction on this issue. He also asserts that there was insufficient evidence of inducement. A. Basic to Thomas’s arguments regarding the victim’s travel is an issue inherent in each. Both Thomas and the government agree that to violate 18 U.S.C. § 2314, the defendant must induce the victim to travel in interstate commerce. Id. at 164. Thomas argues that Mukes’s travel cannot satisfy the interstate travel requirement of § 2314 because Mukes was not the victim of the fraud. The government th Cir.1989) (<HOLDING>). We agree with our sister circuits that travel Options: A. holding that while an agents knowledge is imputed to the principal due to the identity of interests that is presumed when an agent acts within the scope of an agency relation this rule does not operate in the converse and the agent cannot be imputed with the information which its principal has failed to give it B. holding that where an agent is guilty of independent fraud for his benefit knowledge of the fraud is not imputed to the principal C. holding that travel by an agent of defrauded corporation is imputed to the victim D. holding that 10b applies to fraud on corporation by controlling stockholder and that the fact that creditors of the defrauded corporation may be the ultimate victims does not warrant disregard of the corporate entity E. holding that a corporation could be served by delivering a copy of the subpoena to an officer or managing or general agent of the corporation and that the agent could be an individual a partnership or another corporation

assistant: The best answer is C. holding that travel by an agent of defrauded corporation is imputed to the victim
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 proceeds of the Notes shall be used (a) to repay certain outstanding First Lien Secured Obligations and (b) to fund capital expenditures, pay fees and expenses incurred in connection with the Transactions and provide for other general corporate purposes of the Issuer and its Subsidiaries. No Group Member is engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Note will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.

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: Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other e-mail address or mailing address as the Company may specify for such purposes on its signature page hereto or otherwise by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the address of the Holder address set forth above, or such other e-mail address or mailing address as the Company may specify for such purposes on its signature page hereto or otherwise by notice to the Holder delivered in accordance with this Section 7(a). Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (ii) upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail, or other written acknowledgement), if sent by e-mail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received (i) all fees payable thereto or to any Lender on or prior to the First Amendment Effective Date, and (ii) all fees and expenses as required pursuant to Section 5 of this Amendment or otherwise in connection with this Amendment (including, without limitation, the reasonable out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent applicable, it is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”). To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s Termination Date shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to Executive pursuant to the Agreement shall be construed as a separate identified payment for purposes of the Code, including Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A. Company makes no representation or warranty to Executive or other person regarding compliance with, or exemption from, Section 409A with respect to any payment or benefit provided by this Agreement. Executive agrees that the Executive shall bear sole and exclusive responsibility for any and all federal, state, local or other tax consequences (including, without limitation, any and all tax liability under Section 409A) of this Agreement, and fully indemnifies and holds the Company harmless therefore. Executive should consult with the Executive’s own tax advisor in connection with this Agreement and its tax consequences.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: State v. Breazeale, 144 Wn.2d 829, 842, 31 P.3d 1155 (2001))). 6 In re Interest of M.B., 101 Wn. App. 425,439, 3 P.3d 780 (2000), review denied, 142 Wn.2d 1027 (2001). 7 M.B., 101 Wn. App. at 440. 8 M.B., 101 Wn. App. at 440 (citing In re Pers. Restraint of King, 110 Wn.2d 793, 802-04, 756 P.2d 1303 (1988)). 9 M.B., 101 Wn. App. at 439. 10 Int'l Union, United Mine Workers of Am. v. Bagwell, 512 U.S. 821, 831,114 S. Ct. 2552,129 L. Ed. 2d 642 (1994) (quoting Bloom v. Illinois, 391 U.S. 194, 202, 88 S. Ct. 1477, 20 L. Ed. 2d 522 (1968)). 11 King, 110 Wn.2d at 802. 12 See Dawson v. Dawson, 71 Wn.2d 66, 67, 426 P.2d 614 (1967). 13 71 Wn.2d 66, 426 P.2d 614 (1967). 14 Dawson, 71 Wn.2d at 68. 15 Dawson, 71 Wn.2d at 67. 16 See, e.g., Ditmar v. Ditmar, 48 Wn.2d 373, 374, 293 P.2d 759 (1956) (<HOLDING>). 17 63 Wash. 597, 116 P. 2 (1911). 18 Poland, Options: A. recognizing use of ancillary jurisdiction in subsequent proceedings for the exercise of the courts inherent power to enforce its judgments B. recognizing that judgments of arizona courts on foreign judgments will not be conclusive in the jurisdiction of origin C. holding that courts review judgments not statements in opinions D. recognizing that our courts will normally not enforce foreign tax judgments E. recognizing that the courts jurisdiction to enforce supportmoney judgments is predicated upon the continued dependency of the children in question

assistant: The best answer is E. recognizing that the courts jurisdiction to enforce supportmoney judgments is predicated upon the continued dependency of the children in question
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: `` excluded dispute '' means any dispute relating to the enforcement or infringement of your or our intellectual property rights ( such as copyrights , trademarks , domains , logos , trade dress , trade secrets , and patents ) .

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: As a condition to receiving any Severance Benefits or Change of Control Benefits to which the Employee may otherwise be entitled under Section 6.4(a) or Section 6.4(b) , the Employee will execute a release (the “ Release ”), which will include an affirmation of the restrictive covenants set forth in Section 7 and a non-disparagement provision, in a form and substance satisfactory to the Company, of any claims, whether arising under federal, state or local statute, common law or otherwise, against the Company and its direct or indirect subsidiaries which arise or may have arisen on or before the date of the Release, other than any claims under this Agreement, any claim to vested benefits under an employee benefit plan, any claim arising after the execution of the Release or any rights to indemnification from the Company and its direct or indirect subsidiaries pursuant to any provisions of the Company’s (or any of its subsidiaries’) organizational documents or any directors and officers liability insurance policies maintained by the Company. The Company will provide the Release to the Employee for signature within ten days after the Termination Date. If the Company has provided the Release to the Employee for signature within ten days after the Termination Date and if the Employee fails or otherwise refuses to execute the Release within a reasonable time after the Company has provided the Release to the Employee, and, in all events no later than 60 days after the Termination Date and prior to the date on which such benefits are to be first paid to the Employee, the Employee will not be entitled to any Severance Benefits or Change of Control Benefits, as the case may be, or any other benefits provided under this Agreement and the Company will have no further obligations with respect to the provision of those benefits except as may be required by law. Such Release shall be void ab initio , if Company thereafter fails to fully and timely pay all compensation and benefits due to the Employee under this Agreement and fails to cure such failure within 60 days of receiving written notice from the Employee.

assistant: Releases
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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: this Lawsuit? Our conclusion that the D’Oench doctrine has not been preempted by statute is reinforced by an examination of Motorcity’s argument that §§ 1821(d)(9)(A) and 1823(e)(1) are inapplicable because Motorcity repaid its loan to Southeast before the FDIC was appointed receiver. Pointing to § 1823(e)(l)’s reference to an “agreement which tends to diminish or defeat the [FDIC’s] interest ... in any asset acquired by it,” Motorcity contends that § 1823(e)(1) does not bar any claims against the FDIC that do not affect the value of a specific asset of the bank, such as a note, acquired by the FDIC. Because it repaid its note, Motorcity argues that there is no longer any specific asset to which the alleged oral agreements relate. See Murphy v. FDIC, 61 F.3d 34, 37 (D.C.Cir.1995) (<HOLDING>); Inn at Saratoga Assocs. v. FDIC, 60 F.3d 78 Options: A. holding that section 1823e is narrower than the doench doctrine and that section 1823e applies only to cases involving a specific asset B. holding that 1823e applies only when the fdics interest in a specific asset would be impaired by the alleged secret agreement C. holding that claims that do not diminish or defeat the fdics interest in any specific asset are nevertheless doench barred in light of the established purpose of the doench doctrine to protect the fdics reliance on the banks records D. holding that defendant defrauded fdic when actions diluted value of fdics security interest thereby being likely to frustrate and impair the fdics ability to realize the benefit of the interest E. holding that the commonlaw doench doctrine applies to bar suit even when the rtc does not acquire a specific asset whose value is affected by the alleged secret agreement

assistant: The best answer is B. holding that 1823e applies only when the fdics interest in a specific asset would be impaired by the alleged secret agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees that Executive has not and will not (including during the time period while this Agreement was under consideration by Executive) make any defamatory or maliciously disparaging statements about the Released Parties, the Released Parties’ products or services, or the Released Parties’ representatives or employees to current, former or prospective customers or suppliers, to the media, or to other members of the public. Nothing in this Agreement shall be deemed to preclude Executive from providing truthful testimony or information pursuant to subpoena, court order, or similar legal process, or from providing truthful information to government or regulatory agencies.

assistant: Non-Disparagement
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 authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, of which 86,836,370 shares are outstanding on the date hereof, and 10,000,000 shares of preferred stock, $0.0001 par value per share, of which no shares are outstanding on the date hereof. Except as set forth in the SEC Filings, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. Further, the Company shall not, from the date hereof and ending on the day immediately following the last day of the Escrow Period, set a record date prior to the issuance of the Shares with respect to, or pay a cash or stock dividend in or otherwise make a distribution payable in shares of Common Stock on Common Stock, subdivide its outstanding shares of Common Stock into a larger number of shares, or issue, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Company, so that no more than 86,836,370 shares of Common Stock are issued and outstanding immediately prior to the issuance of any Shares.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that HPI’s claims, fraud in the inducement and violations of Ch. 93A, sound in tort, not contract, and are not covered by the clause. With regard to any attempt by HPI to circumvent the forum-selection clause by filing contract-related tort claims, I note that the Court of Appeals for the First Circuit has held that it “cannot accept the invitation to reward attempts to evade enforcement of forum selection agreements through artful pleading of [tort] claims in the context of a contract dispute.” Lambert v. Kysar, 983 F.2d 1110, 1121 (1st Cir.1993) (internal quotation marks omitted). I find that the forum-selection clause applies to the fraud and Ch. 93A claims asserted by HPI. HPI cites a Ninth Circuit case, Hunt Wesson Foods, Inc. v. Supreme Oil, Co., 817 F.2d 75, 77 (9th Cir.1987) (<HOLDING>), to demonstrate that the language of a Options: A. holding that section 502 is an exclusive grant of jurisdiction B. recognizing the difference between jurisdiction over an action and jurisdiction over an issue and holding that although section 2074207 vests the family court with exclusive jurisdiction over actions to determine paternity under section 621302a1 the probate court has jurisdiction to resolve the issue of paternity when the issue is essential to the probate courts determination of heirs C. holding that a forumselection clause was mandatory because it provided for exclusive jurisdiction and venue in a particular court D. holding that the clause at issue granted jurisdiction but not exclusive jurisdiction E. holding that federal jurisdiction over rico claims is concurrent and not exclusive

assistant: The best answer is D. holding that the clause at issue granted jurisdiction but not exclusive jurisdiction
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 Bank. A party who has entered into an agreement to arbitrate must insist on this right, lest it be waived. “Under this circuit’s precedent, a party waives its right to arbitrate if it (1) substantially invokes the judicial process and (2) thereby causes detriment or prejudice to the other party.” Al Rushaid v. Nat’l Oilwell Varco, Inc., 757 F.3d 416, 421 (5th Cir. 2014) (internal quotation marks omitted). While waiver should not be inferred lightly, we conclude that Giusti’s conduct in this case clears the waiver threshold. After the Receiver sued Giusti in 2011, Giusti participated in discovery and other pre-trial litigation. Giusti ultimately moved to compel arbitration in 2014, and continued to litigate while that motion was pending. See In re Mirant Corp., 613 F.3d at 589-91 (<HOLDING>). One- of the primary justifications for Options: A. holding that a party substantially invoked the judicial process by inter alia submitting three motions to dismiss before moving to compel arbitration B. holding that statements in motions and briefs are not evidence to be considered in ruling on a motion to compel arbitration C. holding party did not waive right to arbitrate despite moving to dismiss and moving for summary judgment on opponents claim D. holding inter alia that common law claims were preempted E. holding that once the party seeking to compel arbitration establishes the existence of an arbitration agreement and that the claims raised fall within the scope of that agreement the trial court must compel arbitration

assistant: The best answer is A. holding that a party substantially invoked the judicial process by inter alia submitting three motions to dismiss before moving to compel arbitration
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall pay to Bank a commitment fee equal to Two Hundred Fifty Thousand Dollars ($250,000.00) which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

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: of punishment. The trial court violated the Eighth Amendment by relying on these characteristics as aggravating circumstances. This Eighth Amendment violation is not harmless error because the evidence of Pizzuto’s low I.Q. not only should not have been considered aggravating, but it should have been considered mitigating. According to the expert testimony of Dr. Emery, Pizzuto’s I.Q. of 72 indicates that he is borderline mentally retarded. Courts have frequently held that borderline mental retardation is an important mitigating factor. See, e.g., Williams v. Taylor, 529 U.S. 362, 120 S.Ct. 1495, 146 L.Ed.2d 389 (2000). Pizzuto was entitled to the opportunity to have this factor be considered mitigating. See Penry v. Lynaugh, 492 U.S. 302, 319, 109 S.Ct. 2934, 106 L.Ed.2d 256 (1989) (<HOLDING>). This opportunity was foreclosed when the Options: A. holding that the trier of fact must be allowed to consider and give effect to all relevant mitigating evidence B. holding that the key under pewy i is that the jury be able to consider and give effect to a defendants mitigating evidence in imposing sentence C. holding that a sentencer may not refuse to consider as a matter of law any relevant mitigating evidence D. holding that the sentencing structure allowed the jury to give mitigating effect to petitioners prison record E. holding that statutes must be read so as to give effect to all statutory language

assistant: The best answer is A. holding that the trier of fact must be allowed to consider and give effect to all relevant mitigating evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that, except as otherwise provided in this Agreement or as expressly set forth in the Distribution Services Addendum, (i) each Service covered by this Agreement shall commence on the Effective Date and terminate on expiration of the service period therefor set forth in the Services Letter (each, a “ Service Period ”) and (ii) the term of this Agreement shall begin on the Effective Date and continue until the last-to-expire of the Service Periods, as may be extended (the “ Term” ); provided that , unless otherwise agreed by the Parties in writing and subject to Section 7.1(c) , no Service Period nor the Term shall exceed a period of eighteen (18) months from the Effective Date.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( c ) please note that if you purchase a subscription through the apple itunes store or our iphone application , you may cancel your subscription by cancelling automatic renewal of paid in app subscriptions by selecting manage app subscriptions in your itunes account settings and selecting the subscription you want to modify .

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: if you purchase or subscribe to such paid services , you agree to pay us the applicable fees ( `` truecaller fees '' ) and taxes in accordance with the applicable third party payment and billing terms , based on the platform you are using , which are incorporated herein by reference .

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 case excerpt and choose the best holding from the options. Case excerpt: a[n] ... electronic communication incidental to the electronic transmission thereof,” 18 U.S.C. § 2510(17)(A), and “any storage of such communication by an electronic communication service for purposes of backup protection of such communication,” 18 U.S.C. § 2510(17)03). The Defendants argue that, whether opened or unopened, email messages are not in electronic storage. It is unclear whether opened email messages are in electronic storage. Compare Theofel v. Farey-Jones, 359 F.3d 1066, 1071, 1075-76 (9th Cir.2004) (explaining that “prior access is irrelevant to whether the messages at issue were in electronic storage”; rather, the inquiry under definition (B) is the purpose for which the messages are being stored), and Jennings v. Jennings, 389 S.C. 190, 697 S.E.2d 671, 678 (App.2010) (<HOLDING>), with Crispin v. Christian Audigier, Inc., 717 Options: A. holding that email messages stored on a server after the messages have been opened are in electronic storage because they are stored for backup protection B. holding that government officials are provided with qualified immunity so long as their actions could have been reasonably thought consistent with the rights they are alleged to have violated C. holding that that choices as to selection and arrangement are entitled to copyright protection only so long as they are made independently D. holding that lprs are entitled to the protection of the equal protection clause E. holding that when regulations are intended to have different purposes and are not dependent on each other they are not intertwined

assistant: The best answer is A. holding that email messages stored on a server after the messages have been opened are in electronic storage because they are stored for backup protection