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

user: Read the legal provision and list the applicable contract clause categories. Provision: OHGI is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. OHGI has made available to the Company or there has been available on EDGAR complete and correct copies of the certificate of incorporation and bylaws of OHGI as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of OHGI’s certificate of incorporation or by-laws. OHGI has taken all action required by law, its certificate of incorporation and by-laws, or otherwise necessary to authorize the execution and delivery of this Agreement, and OHGI has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation and by-laws, or otherwise necessary to consummate the transactions herein contemplated, except that in no event shall the number of Exchange Shares exceed Nineteen and Nine-Tenths percent (19.9%) of the number of shares of OHGI Common Stock outstanding on the date of this Agreement (the “ NASDAQ Limit ”).

assistant: Organizations
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 Issuer hereby covenants and agrees, except for releases specifically permitted hereunder, not to sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist, any Adverse Claim (other than the Security Interest created hereby or any Permitted Liens) upon or with respect to, any Participation Certificate or Trust Property, or any interest in either thereof, or upon or with respect to any Trust Account, or assign any right to receive income in respect thereof. The Issuer shall promptly, but in no event later than two (2) Business Days after a Responsible Officer has obtained actual knowledge thereof, notify the Indenture Trustee of the existence of any Adverse Claim on any Participation Certificate or Trust Estate, and the Issuer shall defend the right, title and interest of each of the Issuer and the Indenture Trustee in, to and under the Participation Certificates and Trust Estate, against all claims of third parties.

assistant: Liens
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 terminal date set by the ALJ and neither Boeing nor the Fund had requested an extension under K.S.A. 44-523(b). See Bushey v. Plastic Fabricating Co., 213 Kan. 121, 125- 26, 515 P.2d 735 (1973) (noting that continuances may be granted so that parties may be heard). The lateness of these ietters, however, does not alter the language of K.S.A. 44-523(c) that all parties must have submitted the case to the ALJ before the 30-day period begins. It is worth noting that Bradford’s submission letter was also late and no request for an extension appears in the record. The ALJ is not bound by technical rules of procedure. K.S.A. 44-523(a); Armstrong, 21 Kan. App. 2d at 758; see also Bahr v. Iowa Beef Processors, Inc., 8 Kan. App. 2d 627, 634, 663 P.2d 1144, rev. denied 233 Kan. 1091 (1983) (<HOLDING>). Bradford does not demonstrate that the Options: A. holding lack of prejudice to the defendant is not good cause B. holding in a case where it was not clear whether the plaintiff suffered prejudice from the lack of notice that a plaintiff could not obtain reinstatement based on lack of notice C. holding that an assertion of prejudice is not a showing of prejudice D. holding that lack of notice regarding the classification of the disability did not prejudice the respondent E. holding that where the defendant challenges the use of documents purporting to establish the washington classification of an outofstate conviction the state must present additional evidence of the proper classification so as to carry its burden of proving the defendants criminal history by a preponderance of the evidence

assistant: The best answer is D. holding that lack of notice regarding the classification of the disability did not prejudice the respondent
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: result in underfunded plans that could not pay appropriate benefits to their beneficiaries. Id. at 1451; see also Santa Monica Culinary Welfare Fund, 920 F.2d at 1494; New York State Teamsters Conference Pension and Retirement Fund v. Boening Bros., Inc., 891 F.Supp. 81, 86 (N.D.N.Y.1995), aff'd, 92 F.3d 127 (2d Cir.1996). The instant matter, as well, involves a provision essential to the management of the Welfare Fund and the Pension Fund to ensure the employers are contributing in accordance with their obligations. Because the Welfare Fund and the Pension Fund are dependant upon participant contributions, the collection power attributed to the Trustees of the Funds is essential to the Funds management and viability. Contra Jaspan v. Glover Bottled Gas Corp., 80 F.3d 38, 41 (2d Cir.) (<HOLDING>), cert. denied, — U.S. —, 117 S.Ct. 77, 136 Options: A. holding that nonsignatory settlor and trust beneficiaries could be compelled to arbitrate under account agreement between trustee and merrill lynch which contained an arbitration clause because agreement was the underlying basis for all the claims of the beneficiaries and there would have been no claims without the agreement B. holding that liquidated damages provision in trust agreement would not bind nonsignatory because it was merely helpful to the trustees but not essential to management of the funds C. holding that plaintiff could not have been surprised that trial court would scrutinize liquidated damages provision prior to enforcement even though the issue of the enforceability of the provision was not raised as an affirmative defense D. holding that trustees fiduciary duty exists independent of any clause in trust agreement E. holding that an exception to the rule that a nonsignatory cannot invoke arbitration exists when under agency or related principals the relationship between the nonsignatory and a signatory is sufficiently close that the only way to avoid eviscerating the arbitration agreement is to allow the nonsignatory to compel arbitration

assistant: The best answer is B. holding that liquidated damages provision in trust agreement would not bind nonsignatory because it was merely helpful to the trustees but not essential to management of the funds
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 found, albeit implicitly, Cravath’s conduct to be in bad faith”). We conclude the district court’s attorney-fee award can be upheld based on its implicit rejection of Riverdale’s good-faith, reasonable delay defense without an express finding the City acted in bad faith. D. Did the District Court Err in Rejecting Riverdale’s Advice-of-Counsel Defense? We must now determine whether the record supports the district court’s implicit rejection of River-dale’s good-faith defense notwithstanding the City’s reliance on advice of legal counsel. To resolve that issue we must decide whether the City established a “good-faith, reasonable delay” as a matter of law under section 22.8(4). “Good faith” is not defined in chapter 22. “ ‘In the absence of legisla tive definition, we owa 1992) (<HOLDING>), Meyers v. Canutt, 242 Iowa 692, 698, 46 Options: A. holding that a plaintiff must show that a defendant did not have an honest good faith belief in marking its products B. holding that a party must at least have a subjective belief that litigation was a real possibility and that belief must have been objectively reasonable C. holding that determining what care is reasonable under iowa code section 8527 is a question of fact D. holding term good faith in iowa code section 23272 rests on a defendants subjective honest belief E. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief

assistant: The best answer is D. holding term good faith in iowa code section 23272 rests on a defendants subjective honest belief
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: Club, Inc., 831 F.2d at 80. If these requirements are met, verified pleadings can be considered as summary judgment evidence. See RTC v. Starkey, 41 F.3d 1018, 1024 (5th Cir.1995). 64 . Melton v. Teachers Insurance & Annuity Association, 114 F.3d 557, 559 (5th Cir.1997); Hibernia National Bank v. Carner, 997 F.2d 94, 98 (5th Cir.1993). The non-moving party must-set forth specific facts to establish that there is a genuine issue for trial, but where the evidential submissions lack probative value as to a genuine issue, summary judgment is appropriate. See Anderson v. Liberty Lobby, Inc., 477 U.S. at 249, 106 S.Ct. at 2511; Melton v. Teachers Insurance & Annuity Association, 114 F.3d at 559; and Hibernia National Bank v. Carner, 997 F.2d at 97-98. 65 . See King v. Dogan, 31 F.3d at 346, (<HOLDING>); Johnston v. City of Houston, 14 F.3d 1056, Options: A. holding that unsworn pleadings do not constitute proper summary judgment evidence B. holding that unverified pleadings and unauthenticated documents did not constitute proper summary judgment evidence C. holding that unverified complaints cannot be considered as evidence at the summary judgment stage D. holding that unauthenticated documents cannot be considered at summary judgment E. holding that unverified pleadings do not constitute competent summary judgment evidence

assistant: The best answer is B. holding that unverified pleadings and unauthenticated documents did not constitute proper summary judgment 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 case excerpt and choose the best holding from the options. Case excerpt: was found to have retained any privacy in the room after his eviction, the degree of privacy retained would not be significant under the totality of the circumstances. Additionally, while a hotel room may differ slightly from an in-home situation, Defendant and Nishimura still had the opportunity to hide weapons in the room just as they would have in a home. Because Nishimura was tasked with packing her belongings, the officers believed it necessary to secure the area from any danger posed to them. The Government argues that in the instant case, it would have been unreasonable for Special Agent Nutter to have left the drawer unsearched and jeopardized the safety of all present should Nishimura have gained access to a loaded gun. See United States v. Flippin, 924 F.2d 163 (1991) (<HOLDING>). Defendant counters that, here, a search for Options: A. holding that the opening of a makeup bag was justified when a woman had grabbed the bag when the officer turned away had resisted it being taken from her the bag felt heavy her companion had been armed the previous day and the officer and individual were alone B. holding the opening and inventory of a shoulder bag was reasonable despite the possible alternative of securing the bag as a whole C. holding that when fleeing felon tossed a mesh bag weighing four or five pounds toward the officer the officer would have been justified if he fired at that moment out of fear that the bag might knock his firearm out of his hand but that he was not justified in firing after bag hit him and fell to the ground without injuring him and suspect turned and ran D. holding that search of shoulder bag was not authorized by search warrant for apartment E. holding an officers reasonable suspicion that the suspect was armed was sufficient justification for seizure of suspects makeup bag and exigent circumstances justified the subsequent warrantless search of the closed bag

assistant: The best answer is E. holding an officers reasonable suspicion that the suspect was armed was sufficient justification for seizure of suspects makeup bag and exigent circumstances justified the subsequent warrantless search of the closed bag
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: abuse of a minor, the trial court may apply the statutory presumption that Junior and Saul are at substantial risk of being sexually abused. And if the trial court again finds that Rowan sexually abused Agnes, it can conclude that Junior and Saul are at substantial risk of being sexually abused. v. CONCLUSION We REMAND this case to the trial court for proceedings consistent with this opinion. Jurisdiction is RETAINED. 1 . We use pseudonyms to protect the privacy of the parties. 2 . The record does not show that Rowan attempted to obtain the information any other way, such as by scheduling a deposition, before making his motion. 3 . AS 40.25.100-295. AST relied on AS 40.25.120(a)(2), records pertaining to juveniles, and (a)(6), law enforcement records. 4 . 533 P.2d 13, 16 (Alaska 1975) (<HOLDING>). 5 . Rhodes v. Erion, 189 P.3d 1051, 1053 Options: A. holding prison official is deliberately indifferent if he knew that prisoner faced a substantial risk of harm and disregarded that risk B. holding that mere knowledge of a defect is not sufficient to amount to an eighth amendment claim defendant must also draw the inference that a substantial risk of serious harm exists C. holding defendants prior conviction for assault related to sexual abuse of a minor even though it did not require an act of sexual abuse because it required intent to commit sexual abuse and such a mens rea demonstrate the offense was one relating to sexual abuse D. holding that fathers sexual abuse of daughter demonstrated serious disregard of parental responsibilities and lack of social and moral values that posed substantial risk of harm to sons E. holding that a party who can show a significant risk of irreparable harm has demonstrated that the harm is not speculative

assistant: The best answer is D. holding that fathers sexual abuse of daughter demonstrated serious disregard of parental responsibilities and lack of social and moral values that posed substantial risk of harm to sons
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Common Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Finance Documents to which such Guarantor is a party, including the reasonable fees and disbursements of counsel to the Secured Parties, the Common Collateral Agent and the Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with all schedules and exhibits attached hereto along with all documents and/or prior agreements expressly incorporated by reference is the entire agreement and will be the controlling document in business dealings between the Parties with respect to the Products (as defined in Section 3 below) supplied hereunder. It supersedes all prior and contemporaneous agreements (including without limitation that certain Manufacturing Services Agreement by and between the Parties dated as of January 3, 2007, as amended to date), purchase orders and acknowledgments between the Parties relating to such Products, except as expressly stated below. Purchase commitments will be made only by means of Purchase Orders as defined in Section 6(a)(ii) below. Insulet and Supplier preprinted terms and conditions on any future purchase order, invoice, acknowledgment or other standard form shall not apply unless expressly agreed to in the particular case by both Parties in writing.

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: Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the Plan, unless such term is defined in the Optionee’s Employment Agreement. Any terms used in the Notice and these Terms and Conditions, but defined in the Optionee’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement.

assistant: Defined 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: All Children, Inc. v. Lockheed Aircraft Corp., 746 F.2d 816 (D.C.Cir.1984); In re Paoli R.R. Yard PCB Litigation, 916 F.2d 829 (3d Cir. 1990); In re Orthopedic Bone Screw Products Liability Litigation, 1999 WL 455667 (E.D.Pa. July 2, 1999). 45 . In re Propulsid, 208 F.R.D. at 139. 46 . In re Jackson Nat. Life Ins. Co. Premium Litigation, 183 F.R.D. 217, 223 (W.D.Mich.1998) (citing Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 821-23, 105 S.Ct. 2965, 86 L.Ed.2d 628 (1985)). 47 . In re Ford Motor Co. Ignition Switch Products Liability Litigation, 174 F.R.D. 332, 347-48 (D.N.J t to find that the questions of law or fact common to the members of the class predominate over any questions affecting only individual members. 50 . Spence v. Glock, Ges.m.b.H., 227 F.3d 308, 311 (5th Cir.2000) (<HOLDING>); see also Castano, 84 F.3d at 741. 51 . In re Options: A. holding that party waived an objection to choice of law B. holding that under texas choice of law principles contractual choice of law provisions are generally upheld C. holding that tort law and the law of punitive damages are not controlled by the contract choice of law provision D. holding that a predominance finding depends on a courts choice of law analysis E. holding that deference to the guidelines depends on the thoroughness of the commissions analysis and the validity of its reasoning

assistant: The best answer is D. holding that a predominance finding depends on a courts choice of law analysis
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 computations of interest and of fees shall be made by Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans whose interest rate is calculated based on the rate set forth in clause (a) of the definition of “Base Rate,” 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by Administrative Agent (including determinations of a LIBOR – Revolving Loan or Base Rate in accordance with the definitions of LIBOR Rate and Base Rate, respectively) as set forth in the respective definition thereof and shall be conclusive, binding and final for all purposes, absent manifest error.

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: did not challenge the adequacy of [the] defendants' search for records in response to his FOIA requests in Counts II and III”). 6 . The plaintiff also asserts that the defendant failed to provide to him his 2013 Within Grade Increase Notice. However, the plaintiff only requested the 2014 Within Grade Increase Notice in his FOIA request. See Def.’s Mot., Def.’s Facts 1. Furthermore, the Court is baffled by the plaintiff’s assertion, given that he provided the Court with the requested 2013 Fiscal Year Acceptable Level of Competence Form, See Pl.’s Compel Mot, I at 23. Accordingly, because the production of any 2013 Within Grade Increase Notice falls outside of the scope of the defendant’s obligations under the FOIA, see Larson v. Dep’t of State, 565 F.3d 857, 869 (D.C. Cir. 2009) (<HOLDING>); see also Truitt v. Dep’t of State, 897 F.2d Options: A. holding that pursuant to the best evidence rule trial testimony relying on documents was inadmissible without submission of such documents or an explanation as to why the documents were unavailable B. holding that it was appropriate for the district court to refer to the documents attached to the motion to dismiss since the documents were referred to in the complaint C. holding that the agency did not have an obligation to search for and produce the documents the plaintiff claimed entitlement to because the plaintiffs foia request gave no indication that she sought those particular documents D. holding an agency need not demonstrate that all responsive documents were found and that no other relevant documents could possibly exist E. holding that a foia request should be read to seek all documents covered by a catchall

assistant: The best answer is C. holding that the agency did not have an obligation to search for and produce the documents the plaintiff claimed entitlement to because the plaintiffs foia request gave no indication that she sought those particular documents
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the contrary.” However, Sanchez’s conclusion that OCGA § 15-11-26 (a) establishes a mandatory juvenile court procedure is based upon the premise that that statute is the functional equivalent of a criminal speedy trial statute. As the cases cited with approval in Sanchez implicitly hold, when OCGA § 15-11-26 (a) is construed as the juvenile court equivalent of a criminal speedy trial statute, it is both jurisdictional and mandatory and a non-compliance therewith mandates a dismissal with prejudice. J. B. H. v. State of Ga., supra at 203 (1) (citing Strunk v. United States, 412 U. S. 434 (93 SC 2260, 37 LE2d 56) (1973)); E. S. v. State of Ga., 134 Ga. App. 724 (1) (215 SE2d 732) (1975) (citing OCGA § 17-7-170). Compare Sanchez v. Walker County Dept. of Family &c. Svcs., supra at 411 (<HOLDING>). Unlike the majority, I believe that the Options: A. holding that a review committee of the kansas board for discipline of attorneys had the authority to dismiss a complaint against an attorney with or without prejudice and when dismissal was ordered without specifying the nature of the dismissal the dismissal was without prejudice to the filing of later proceedings on the same matter B. holding that dismissal of a pro se complaint for failure to state a claim should generally be without prejudice but if the plaintiff has been given an opportunity amend his complaint and fails to do so the dismissal may be with prejudice C. holding borough could not appeal dismissal of complaint without prejudice because dismissal without prejudice is comparable to a nonsuit under the former practice of lavf D. holding that proper remedy for failure to exhaust is dismissal of the claim without prejudice E. holding that a noncompliance with the provisions of ocga 151119 a and 151121 c will result in a dismissal without prejudice

assistant: The best answer is E. holding that a noncompliance with the provisions of ocga 151119 a and 151121 c will result in a dismissal without prejudice
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: for the purposes of the foregoing sentence , `` commercial purpose '' means any purpose that may directly or indirectly generate income , revenue , good will or any other tangible or intangible benefit for you or any third party , excluding company .

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: standard requires plaintiff to show that the applicant’s background “would lead a reasonable policymaker to conclude that the plainly obvious consequence of the decision to hire the applicant would be the deprivation of a third party’s federally protected right[s].” Brown, 520 U.S. at 411, 117 S.Ct. 1382. In other words, municipal liability depends on a finding that the person hired “was highly likely to inflict the particular injury suffered by the plaintiff.” Id. at 412, 117 S.Ct. 1382. Furthermore, “[t]he connection between the background of the particular applicant and the specific constitutional violation alleged must be strong.” Id.; see Young, 404 F.3d at 30 (“This standard is exceptionally stringent.”); Gros v. City of Grand Prairie, 209 F.3d 431, 435 (5th Cir.2000) (<HOLDING>); Barney v. Pulsipher, 143 F.3d 1299, 1308 Options: A. holding that the plaintiff demonstrated pretext in part by establishing a causal connection B. holding that failure to demonstrate a causal connection is fatal to a 1983 cause of action C. holding that some federal connection to the misconduct is required D. holding that a fourmonth interval was sufficient to support an allegation of a causal connection strong enough to survive a summary judgment motion E. recognizing that a strong causal connection is required quotation omitted

assistant: The best answer is E. recognizing that a strong causal connection is required quotation omitted
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: less clear but likely that she would have a separate claim for misrepresentation either in equity for restitution or at law for negligent or fraudulent misrepresentation. See ARCO Alaska, Inc. v. Akers, 753 P.2d 1150, 1153 (Alaska 1988); Great Western Sav. Bank v. George W. Easley Co., 778 P.2d 569, 580-81 (Alaska 1989); Turnbull v. LaRose, 702 P.2d 1331, 1334 (Alaska 1985) (non-disclosure). The United States has not consented to be sued for such claims. The issue is whether St. Denis has a tort claim separate from misrepresentation. The applicable law is the law of Alaska because, under Alaska law, the government’s obligations are measured by the obligations of a private party. Bell, 755 F.Supp. at 271-72. The line between tort and contract has received signifi P.2d 1173 (Aaska 1993) (<HOLDING>). In order to place St. Denis’ claims in the Options: A. holding that no products liability claim lies in admiralty when commercial party alleges injury only to product itself resulting in purely economic loss insofar as the tort concern with safety is reduced when an injury is only to the product itself B. holding that failure to record an assignment does not give rise to a cause of action C. recognizing that substantial change is a defense to a products liability claim D. holding that negligent breach of a duty assumed in a contract does not give rise to a separate tort claim E. holding that products liability cases only give rise to a tort claim where product failure harms public safety

assistant: The best answer is E. holding that products liability cases only give rise to a tort claim where product failure harms public safety
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 order to prevent dilution of the rights granted hereunder, the Number of Shares and Exchange Price shall be subject to adjustment from time to time in accordance with this Section 4. Upon each adjustment of the Exchange Price pursuant to this Section 4, Holder shall thereafter be entitled to acquire upon conversion, at the Exchange Price resulting from such adjustment, the number of shares of Warrant Stock obtainable by multiplying the Exchange Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock acquirable immediately prior to such adjustment and dividing the product thereof by the new Exchange Price resulting from such adjustment.

assistant: Adjustments
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 executed signature pages hereto from each Lender (as determined as of the Amendment No. 3 Effective Date, immediately prior to giving effect to this Amendment No. 3 but after giving effect to any assignments made in accordance with Section 1(s)) and each Loan Party, in each case prior to 12:00 p.m. (noon), New York City time, on September 22, 2016 (the “ Consent Deadline ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive represents and warrants that Executive’s execution of this Agreement, employment with the Company, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations Executive has to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.

assistant: No Conflicts
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 both appropriate and reason-ablet.]”). Under I.R.C. § 7430(e)(1)(B)(iii), a “prevailing party” may recover “reasonable” attorney fees at a set statutory rate, indexed for cost of living adjustments. When fees for the hours spent in this case are calculated at the relevant statutory rate, the court has determined that BASR is owed a total of $133,623 for attorney fees. b. BASR May Recover “Reasonable” Supplemental Fees. BASR requests supplemental attorney fees for the time spent preparing the initial March 7, 2016 Motion For Litigation Costs and subsequent litigation. A party may recover a supplemental fee award for time expended defending a fee request made under either the EAJA or under I.R.C § 7430. Pl., Reply at 22; PL Supp. Mem. at 2; see also Wagner, 640 F.3d at 1262 (<HOLDING>); Larsen, 39 Fed.Cl. at 171 (determining that Options: A. holding that the ij did not abuse his discretion in denying request for further continuance where the ij granted previous request B. holding the district court abused its discretion in denying the plaintiffs request for rehearing because the district court relied on an erroneous legal premise to do so C. holding that the united states court of appeals for veterans claims abused its discretion denying a request for supplemental attorney fees when plaintiff successfully defended part of his eaja fee request D. holding that trial court abused its discretion in summarily denying defendants request to have standby counsel conduct his closing argument E. holding that a court has broad discretion in awarding attorney fees under the eaja but is not required to make an award in all cases where a party seeks supplemental or increased fees

assistant: The best answer is C. holding that the united states court of appeals for veterans claims abused its discretion denying a request for supplemental attorney fees when plaintiff successfully defended part of his eaja fee request
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: this includes disputes arising out of or relating to interpretation or application of this `` mandatory arbitration provisions '' section , including its enforceability , revocability , or validity .

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: “relative income” is consistent with opinions from other jurisdictions. See, e.g., Yost v. Yost, 735 P.2d 988, 990 (Idaho 1987) (concluding that “ ‘the financial resources, needs and obligations of both custodial and noncustodial parents’ encompass their share of the community property of their new marital communities”) (quoting language of trial court), superseded by Idaho Code § 32-706 (permitting consideration of noncustodial parent’s share of community property when “compelling reasons exist”); DeTevis v. Aragon, 727 P.2d 558, 563-64 (N.M. Ct. App. 1986) (ruling that “a spouse has a legal obligation to use his or her community property interest, even if derived from a subsequent marriage, to support his or her children”); Smith v. Smith, 534 P.2d 1033, 1034 (Wash. Ct. App. 1975) (<HOLDING>). In the present case, the district court had Options: A. holding that in determining whether a seizure has occurred a court must consider if in view of all of the circumstances surrounding the encounter a reasonable person would have believed that he or she was not free to leave B. holding income tax liability incurred during marriage is one of accepted costs of producing marital income and should be treated as marital debt for purposes of determining equitable distribution of marital estate C. holding that a permanent change in income constitutes a substantial change in circumstances justifying a reduction of alimony D. holding remarriage of exspouse and loss of income not to be a substantial change in circumstances E. holding that in determining whether a substantial change of circumstances has occurred trial court must consider income available to parents new marital community

assistant: The best answer is E. holding that in determining whether a substantial change of circumstances has occurred trial court must consider income available to parents new marital community
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 of the Effective Date, Administrative Agent and Lender waive the Existing Events of Default. The waiver contained herein does not apply to any other Default or Event of Default, other than the Existing Events of Default, which may now or hereafter exist under the Credit Agreement or the other Loan Documents. No consent or waiver, express or implied, by Administrative Agent and Lender to or for any breach of or deviation from any covenant, condition or duty by Borrower or any Guarantor, including the waiver of the Existing Events of Default, shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition or duty set forth in the Credit Agreement or the other Loan Documents. Administrative Agent’s and Lender’s waiver contained herein does not constitute a course of dealing nor does it constitute a course of conduct.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party agrees to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Agreement. Any consent or approval required of Seller or the Company by this Agreement shall not be unreasonably withheld. Each Party agrees that for a reasonable period of time after the date hereof, each will reasonably cooperate with the other Party by making available through its respective officers, agents, employees and counsel such information and other cooperation as is reasonably requested by the other Party.

assistant: Further Assurances
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 writings of any kind that a party to this Agreement may or is required to give hereunder to any other party hereto shall be in writing and may be delivered by personal service or overnight courier, facsimile, or registered or certified mail, return receipt requested, deposited in the United States mail with postage thereon fully prepaid, addressed (i) if to Company, to its home office, marked to the attention of the corporate secretary of Company; or (ii) if to Grantee, to his address set forth on the signature page hereof. Any notice or other writings so delivered shall be deemed given (i) if by mail, on the second (2 nd ) business day after mailing, and (ii) if by other means, on the date of actual receipt by the party to whom it is addressed. Any party hereto may from time to time by notice in writing served upon the other as provided herein, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the instagram name and logo are trademarks of instagram , and may not be copied , imitated or used , in whole or in part , without the prior written permission of instagram , except in accordance with our brand guidelines , available here : https://www.instagram-brand.com/ .

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: Executive and the Company hereby acknowledge that, as of the date hereof, Executive and the Company have entered into a separate Confidentiality and Noncompetition Agreement governing matters related to confidential information, noncompetition, nonsolicitation of employees and assignment of inventions, among others, in connection with Executive’s employment with the Company (the “ Confidentiality Agreement ”). Executive and the Company hereby ratify the terms of the Confidentiality Agreement and hereby agree that, notwithstanding the execution of this Agreement or the provisions of Section 7(c), the Confidentiality Agreement shall remain in full force and effect in accordance with the terms and conditions set forth therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company represents and warrants to the Engine Group that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

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 case excerpt and choose the best holding from the options. Case excerpt: the facts that are placed forth on this record. While I’m denying your motion to suppress[,] this is in the [c]ourt’s mind a very close call and I invite you on disposition, encourage you on disposition^] to have the [a]ppellate [c]ourt look at it. On appeal, defendant argues that: THE HANDGUN TAKEN FROM DEFENDANT’S BEDROOM WITHOUT A WARRANT OR CONSENT SHOULD BE SUPPRESSED AS THERE WAS NO EXIGENT CIRCUMSTANCE[ ] OR COMMUNITY CARETAKING EXCEPTION. The facts upon which the motion judge relied in reaching his decision are not in dispute. Therefore, we address whether the motion judge properly applied the law to those facts. In that regard we owe no special deference to any legal conclusions reached from the established facts. See State v. Brown, 118 N.J. 595, 604, 573 A.2d 886 (1990) (<HOLDING>). The trial court’s application of the law is Options: A. holding that the trial court must give due consideration to the applicable law and facts B. holding that a trial courts ruling on a motion for new trial will be upheld if it is correct on any applicable legal theory even if the court articulated an invalid basis C. holding that we need not overturn trial court ruling where it did not harm the plaintiff and its resolution would not alter the outcome D. holding that on appeal a summary judgment ruling will be upheld if it can be sustained on any grounds even if the trial court gave an incorrect reason for its ruling E. holding that if the trial court acts under a misconception of the applicable law we need not defer to its ruling

assistant: The best answer is E. holding that if the trial court acts under a misconception of the applicable law we need not defer to its ruling
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective as of the Closing Date, and if the Merger Agreement is terminated in accordance with its terms, then this Agreement shall terminate and be null and void ab initio ; provided , however , that Section 3.1 and this Article V shall be effective as of the date hereof.

assistant: Effective Dates
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: v. United States, 364 Fed. Appx. 920 (5th Cir.2010). Because Stier was the proper party and Anderson filed her claim within the 1-year state of limitations for defamation claims in the State of Texas, see Tex. Civ. Prac. & Rem.Code Ann. § 16.002(a), the dismissal based on limitations was also erroneous. Anderson, 364 Fed.Appx. at 925. Similarly, because the United States was not the proper party, there were no administrative remedies to exhaust before bringing her intentional infliction of emotional distress claim. Id. 2 . We note that there have been cases in which a supervisor’s defamation claims against subordinates have been held to be preempted. See Schwartz, v. Int'l Fed. of Prof Is & Technical Eng’rs, No. 3:07-CV-0978-l, 2007 WL 3196347 (N.D.Tex. Oct. 31, 2007) (memo, op.) (<HOLDING>); Greene v. Am. Fed. of Gov’t Employees, Options: A. holding that employee did not invoke grievance procedure where he never mentioned the word grievance to the union and where he never asked the union to take any action on his behalf B. holding that supervisors libel claims against supervisee and supervisees union representative were preempted by csra because statements giving rise to supervisors claims were made during course of administrative grievance against supervisor C. holding that a claim based on statements made during a formal grievance procedure was preempted D. holding that claims based on alleged defamatory statements made during course of grievance were preempted by csra because as union representative subordinate was recommending personnel action against supervisor by filing grievance E. holding that because plaintiffs were reasonable in interpreting defendants grievance procedure to apply only to active employees plaintiffs did not act in bad faith when they alleged that no applicable grievance procedure existed

assistant: The best answer is D. holding that claims based on alleged defamatory statements made during course of grievance were preempted by csra because as union representative subordinate was recommending personnel action against supervisor by filing grievance