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: with the EEOC on March 30, 1995. Although most of the alleged events occurred outside of the 180-day period, this observation overlooks facts representing a hostile work environment. The pleadings establish that beginning in 1991, when Augat purchased National Industries, Sweeney directed lewd and demeaning remarks, sexual advances, and patently offensive behavior at the Plaintiff, continuing until September 1995 when the Plaintiff was allegedly constructively discharged. The connection between these alleged incidents is sufficient at this stage of the litigation to be considered an ongoing pattern of racial discrimination and sexual harassment by Augat, constituting a hostile work environment. See, e.g., Saville v. Houston County Healthcare Auth., 852 F.Supp. 1512, 1522 (M.D.Ala.1994) (<HOLDING>). Accord Quillen v. American Tobacco Co., 874 Options: A. holding that the allegations of plaintiffs coemployees of sexual harassment by manager were irrelevant to plaintiffs hostile work environment claim absent evidence that plaintiff was contemporaneously aware of the alleged harassment B. holding that harassment of women working alongside plaintiff was relevant to question of creation of environment viola tive of title vii although vinson was a sexual harassment case the principles underlying a hostile environment theory are equally applicable in sexual harassment and racial harassment cases C. holding that a charge that alleged discrimination on the basis of sex did not support a complaint for hostile environment sexual harassment D. holding single incident of sexual harassment was neither sufficiently pervasive nor severe to constitute a hostile work environment E. holding that eeoc charge filed by plaintiff more than 180 days after alleged incident of sexual harassment was timely where alleged sexual harassment violation continued as hostile work environment through time of plaintiffs termination

assistant: The best answer is E. holding that eeoc charge filed by plaintiff more than 180 days after alleged incident of sexual harassment was timely where alleged sexual harassment violation continued as hostile work environment through time of plaintiffs termination
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 determination by any court of competent jurisdiction of the invalidity of any provision of this Agreement that is not essential to accomplishing its purposes shall not affect the validity of any other provision of this Agreement, which shall remain in full force and effect and which shall be construed as to be valid under applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 14.4, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by confirmed facsimile or a reputable courier service, or (b) five (5) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.

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: questions before the Court. McNary held the district court to have jurisdiction largely because no de novo review was available. Thus: the abuse-of-discretion standard of judicial review under § 210(e)(3)(B) would make no sense if we were to read the Reform Act as requiring constitutional and statutory challenges to INS procedures to be subject to its specialized review provision. Although the abuse-of-discretion standard is appropriate for judicial review of an administrative adjudication of the facts of an individual application for SAW status, such a standard does not apply to constitutional or statutory claims, which are reviewed de novo by the courts. Id. at 493, 111 S.Ct. at 897; see also Reno v. Catholic Social Servs., 509 U.S. 43, 56, 113 S.Ct. 2485, 2495, 125 L.Ed.2d 38 (1993) (<HOLDING>); Rahim, 827 F.Supp. at 228; Wang v. Reno, 862 Options: A. holding that because the circuit court did not have subjectmatter jurisdiction over the unlawfuldetainer action the district courts unauthorized transfer of the action could not transfer jurisdiction over that action to the circuit court B. holding that the federal district court had no subject matter jurisdiction to review the courts denial of a particular application for admission to the district of columbia bar C. recognizing district court application of the same rule D. holding similar language to mandate district court jurisdiction over an action challenging the legality of a regulation without referring to or relying on the denial of any individual application E. holding jurisdiction over an individual may not usually be predicated on jurisdiction over a corporation unless the corporation is the alter ego of the individual or when the individual perpetrates a fraud

assistant: The best answer is D. holding similar language to mandate district court jurisdiction over an action challenging the legality of a regulation without referring to or relying on the denial of any individual application
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and Consent and the Amended Credit Agreement have been duly executed and delivered by each of the Loan Parties party thereto. Each of this Amendment and Consent and the Amended Credit Agreement constitute a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: opinion in a particular case. Sickels v. Shinseki, 643 F.3d 1362, 1366 (Fed.Cir.2011). Viewed correctly, the presumption is not about the person or a job title; it is about the process. A presumption exists, of course, to eliminate the burden to produce evidence. As a result, the Veterans Court did not need to examine the dictionary definition of “nurse practitioner” or to require the government to proffer evidence about the qualifications of the medical professional in this case. Repeated unnecessary remands for additional evidence complicate many cases and lead to system-wide backlogs and delays. Requiring the Board to present extensive evidence on the competence of a professional presumed to be competent is not only illogical, but adds to those delays. See Sickels, 643 F.3d at 1365 (<HOLDING>). Even though the law presumes the VA has Options: A. recognizing absolute immunity for attorneys and board members of the texas medical board B. holding the issue of use can be necessary to the adjudication by the board of adjustment of the underlying request for a variance when the issue is raised in the context of an issue the board of adjustment is required to decide C. recognizing that the board is not required to give reasons and bases for concluding that a medical examiner is competent unless the issue is raised by the veteran because doing otherwise would fault the board for failing to explain its reasoning on unraised issues D. holding that the board as constituted on the date that the original complaint was filed is the board for purposes of evaluating whether demand is required or excused E. holding that the district court was authorized to remand the proceedings to the board where the board failed to make required findings

assistant: The best answer is C. recognizing that the board is not required to give reasons and bases for concluding that a medical examiner is competent unless the issue is raised by the veteran because doing otherwise would fault the board for failing to explain its reasoning on unraised issues
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the obligation of the Company to deliver Shares hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: itself.” United States v. Maxwell, 363 F.3d 815, 818 (8th Cir.2004), cert. denied, 543 U.S. 1154, 125 S.Ct. 1293, 161 L.Ed.2d 119 (2005). Wells contends that the evidence does not show that he actually or constructively possessed the Mauser or the Marlin. With respect to the Mauser, Wells argues that his father owned the house and Wells was not aware of any firearms in the house on the day of the decoy deer incident. He also never touched the Mauser that Elsen brought from the house because she placed it in the truck and Reents shot the firearm at the decoy. However, a reasonable jury could find that Wells had dominion and control over the house because Elsen testified that Wells was in charge of it when his father was away. See United States v. Urick, 481 F.3d 300, 303 (8th Cir.2005) (<HOLDING>). Wells also testified that the firearm Elsen Options: A. recognizing theory of constructive possession B. holding that evidence that the defendant lived in a home where marijuana was being cultivated was insufficient to support a finding of constructive possession C. holding that a defendant had constructive possession over firearms located in a residence where he lived and kept his personal effects D. holding that proof that the person has dominion over the premises where the firearm is located is sufficient to establish constructive possession citation omitted E. holding that evidence was insufficient to prove constructive possession where the defendant was in jail at the time the drugs were seized from his residence

assistant: The best answer is C. holding that a defendant had constructive possession over firearms located in a residence where he lived and kept his personal effects
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Audited Financial Statements (i) were prepared in all material respects in accordance with GAAP, except as noted therein, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Loan Parties as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: VanHarken v. City of Chicago, 103 F.3d 1346, 1349 (7th Cir.1997) {Patsy expressly rejected a requirement of exhausting administrative remedies before suing under § 1983); Jeremy H. v. Mt. Lebanon Sch. Dist., 95 F.3d 272, 283 n. 20 (3d Cir.1996) (“the policies of section 1983 strongly disfavor the imposition of additional exhaustion requirements”); Thornquest v. King, 61 F.3d 837, 841 n. 3 (11th Cir.1995) (“a section 1983 claim cannot be barred by a plaintiff’s failure to exhaust state administrative remedies with respect to an unreviewed administrative action”); Woods v. Smith, 60 F.3d 1161, 1165 (5th Cir.1995) (“[EJxhaustion of state judicial or administrative remedies is not a prerequisite to the bringing of a section 1983 claim.”); Wilbur v. Harris, 53 F.3d 542, 544 (2d Cir. 1995) (<HOLDING>); Hall v. Marion Sch. Dist. No. Two, 31 F.3d Options: A. holding that exhaustion of administrative ie company or planprovided remedies is an implicit prerequisite to seeking judicial relief pursuant to erisa B. holding that exhaustion of administrative remedies is a mandatory prerequisite to a lawsuit under foia C. holding that the timely filing of an administrative charge of discrimination is a prerequisite to bringing suit D. holding exhaustion of administrative remedies not required prior to bringing statutory claim under erisa E. recognizing that exhaustion of state administrative remedies is not required as a prerequisite to bringing an action pursuant to 1983

assistant: The best answer is E. recognizing that exhaustion of state administrative remedies is not required as a prerequisite to bringing an action pursuant to 1983
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: H.R. Conf. Rep. No. 104-369, 104th Cong., 1st Sess. 31 (1995) (Nov. 28, 1995) (“Conf. Rep.”). The Second Circuit’s basic standard was similar to that used in every other circuit as a plaintiff had to “plead that ‘in connection with the purchase or sale of securities, the defendant, acting with scienter, made a false material representation or omitted to disclose material information and that plaintiffs reliance on defendant’s action caused [plaintiff] injury.’ ” In re Time Warner Inc. Securities Litigation, 9 F.3d 259, 264 (2d Cir.1993) (quoting Bloor v. Carro, Spanbock, Londin, Rodman & Fass, 754 F.2d 57, 61 (2d Cir.1985)) (em 29, 538 (2d Cir.1999), Greebel v. FTP Software, Inc., 194 F.3d 185 (1st Cir.1999), and Williams v. WMX Techs., Inc., 112 F.3d 175, 177-78 (5th Cir.1997) (<HOLDING>). Unfortunately, the Eighth Circuit has not Options: A. holding that congress intended to adopt a standard more stringent than the prepslra second circuit standard B. holding that the pslra imposes a more rigorous pleading standard than applied by any of the courts of appeals prior to the enactment of the statute C. holding the pslra standard for pleading scienter is more stringent than the second circuits standard prior to the act and that motive and opportunity is not an independent basis to show defendants had scienter D. holding the pslra codified the prior standard set up by the second circuit E. holding reves standard narrower than existing second circuit precedent

assistant: The best answer is D. holding the pslra codified the prior standard set up by the second circuit
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: Proceeds of the CA Term Loan shall be used by the CA Borrower to pay (in part) purchase price and costs and expenses associated with the CA Acquisition. Proceeds of the US Term Loan shall be used by the US Borrower (i) to repay, by replacement and renewed evidence, “Term Loans” outstanding under the Prior Agreement, (ii) to pay purchase price and costs associated with the US Acquisition, and (iii) and to fund (in part) contributions to equity of the CA Borrower to be utilized by the CA Borrower to pay (in part) purchase price, costs and expenses in connection with the CA Acquisition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed, including execution by facsimile or electronic signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall use the proceeds under the Agreement (a) to finance Capital Expenditures, (b) pay fees, commissions and expenses in connection with the Transactions, (c) for working capital and general corporate purposes of the Borrower and its Subsidiaries, (d) to finance acquisitions, and (e) to finance share repurchases. The Borrower will not request any Extension of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Extension of Credit, directly or indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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: Each Loan Party will, and will cause each Subsidiary to, (a) except (other than in the case of the preservation of the legal existence of any Borrower) where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 , and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was relevant to establishing Joshua’s motive, intent, or identity, on appeal the Government only contends the evidence is relevant to establishing Joshua’s motive. Evidence is relevant to motive if it helps establish why the defendant committed the offense. United States v. Benton, 637 F.2d 1052, 1056 (5th Cir. Unit B 1981). The majority holds Joshua’s prior possession helps establish why he committed the charged offense without explaining how. The cases the majority cites in support of the relevancy of Joshua’s prior possession, United States v. Bitterman, 320 F.3d 723 (7th Cir.2003) and United States v. Weems, 322 F.3d 18 (1st Cir.2003), are readily distin ways: (1) the extrinsic act can cause the mental state, see e.g., United States v. Stumes, 549 F.2d 831, 833 (8th Cir.1977) (<HOLDING>), or (2) the extrinsic act may be a consequence Options: A. holding evidence of prior conviction of manslaughter admissible to show vengeful motive for sending threatening letters to witnesses B. holding evidence of prior drug use admissible to show motive and the nature of the defendants relationship with coconspirators C. holding other crimes evidence admissible to show motive where motive was put in issue by defense at trial D. holding that evidence of defendants threatening behavior toward a witness was admissible E. holding that evidence of other crimes though generally inadmissible to show character is admissible to show for instance proof of motive or plan

assistant: The best answer is A. holding evidence of prior conviction of manslaughter admissible to show vengeful motive for sending threatening letters to witnesses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and is protected from discrimination in connection with such decisions under Title VII and the ADEA.”) superseded by statute on other grounds as recognized by Mihalik v. Credit Agricole Cheuvreux N. Am., Inc., 715 F.3d 102, 108-09 (2nd Cir.2013); Wilkerson v. New Media Tech. Charter Sch., Inc., 522 F.3d 315, 320 (3rd Cir.2008) (“The failure to renew an employment arrangement, whether, afiwill or, for a limited period of time, is an employment action, and an employer violates Title VII if it takes an adverse employment action for a reason prohibited by Title VII.... ”); Jadwin v. Cnty. of Kern, 610 F.Supp.2d 1129, 1171 (E.D.Cal.2009) (“The non-renewal of Plaintiffs contract can qualify as an adverse employment action.”); Hernandez-Mejias v. Gen. Elec., 428 F.Supp.2d 4, 8 (D.P.R.2005) (<HOLDING>); Kabes v. Sch. Dist. of River Falls, 387 Options: A. holding in title vii case that plaintiff demonstrated adverse employment action in school districts decision not to renew principals contract for the following year but offering principal a demotion B. holding that failure to renew contract was adverse employment action C. holding that denial of a bonus was not an adverse employment action D. holding that termination is an adverse employment action E. holding that suspension with pay was not adverse employment action

assistant: The best answer is B. holding that failure to renew contract was adverse employment action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement or any of the other Loan Documents shall be construed against or interpreted to the disadvantage of any party hereto by any Governmental Authority by reason of such party having or being deemed to have structured or dictated such provision.

assistant: Interpretations
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 execution, delivery and performance by the Company and each Guarantor of this Agreement and the execution, delivery and performance by the Company of the A&R Debenture, and the consummation by each of them of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, securities purchase agreement, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected.

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 legal provision and list the applicable contract clause categories. Provision: All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Mortgage is intended to be performed in the State of Texas and the substantive Law of such State and or the United States of America shall govern the validity, construction, enforcement and interpretation of this Mortgage, unless otherwise specified herein, except that to the extent that the Law of the state in which a portion of the Mortgaged Property is located (or that is otherwise applicable to a portion of the Mortgaged Property) necessarily or, in the sole discretion of Mortgagee, appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the Liens and other rights and remedies of Mortgagee granted herein, the Laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the Laws of) such state.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: transferability of every asset of an insured bank, at least where necessary to accomplish the assumption of its deposit liabilities by another insured bank,” simply is too broad. For example, it is unlikely that a personal service contract would be assignable. But see NCNB Texas Nat’l Bank, 895 F.2d at 1499-1503 (fiduciary appointments, non-transferable under Texas-law, may be transferred by FDIC-receiver to federally created bridge bank under former 12 U.S.C. § 1821(i)). While tort actions for the malfeasance of bank officers and directors may be assignable as a matter of federal law, there is no requirement that federal law must supply a rule of decision at odds with uniform state law. See United States v. Kimbell Foods, 440 U.S. 715, 728, 99 S.Ct. 1448, 1458, 59 L.Ed.2d 711 (1979) (<HOLDING>); D’Oench, 315 U.S. at 473-74, 62 S.Ct. at Options: A. holding that the priority of liens stemming from federal lending programs is a matter of federal common law B. holding that a national rule is not needed to determine the priority of liens arising from federal lending programs C. holding that the court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute D. holding that participation in federal programs and receipt of federal funds under such programs fall far short of manifesting a clear intent to waive immunity E. holding that federal programs that require uniform application necessitate formulation of controlling federal rules

assistant: The best answer is B. holding that a national rule is not needed to determine the priority of liens arising from federal lending programs
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: software also includes updates and upgrades as well as accompanying manual ( s ) , packaging and other written , files , electronic or on-line materials or documentation , and any and all copies of such software and its materials .

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 provisions in this Memorandum are not intended to, and shall not, amend, modify, or alter the terms and provisions of the Lease or otherwise affect the agreements, responsibilities and obligations of the parties under the Lease. The provisions of this Memorandum shall not be used in interpreting the Lease. In the event of a conflict between the Lease and this Memorandum, the Lease shall control.

assistant: Interpretations
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: in the case of an in-person hearing , the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances .

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: Neither the Parent Borrower nor any of its Subsidiaries shall enter into or be a party to, a transaction with any Affiliate of the Parent Borrower or such Subsidiary (which Affiliate is not the Parent Borrower or a Subsidiary) involving aggregate payments or consideration in excess of $10,000,000 for any individual transaction or series of related transactions, other than, (x) transactions with Affiliates in good faith in the ordinary course of business consistent with past practice and on terms no less favorable to the Parent Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person, (y) any transaction with a Person that would constitute a transaction with an Affiliate solely because the Parent Borrower or a Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Parent Borrower or any of its Subsidiaries (other than the Parent Borrower or a Subsidiary) shall be an Affiliate of such Person or (z) any transaction that has otherwise been approved, in good faith, by a majority of the Disinterested Directors of the Parent Borrower or the relevant Subsidiary, as applicable.

assistant: Transactions With Affiliates
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: by these individuals is one that necessarily requires public disclosure of identity. Even assuming that an official proponent has a First Amendment anonymity interest, the potential burden is negligible. In a different context, the Supreme Court has expressed skepticism that an informational interest can sustain regimes that compel disclosure of the identity of an advocate at the point of contact with voters, or signatories in the initiative context. In Buckley v. Am he identity not of an advocate, but of an individual who serves as an official proponent and representative of the signers in the lawmaking process — a role akin to a candidate for office and recognized explicitly as distinct from that of an advocate under California law. See Perry, 134 Cal.Rptr.3d 499, 265 P.3d at 1017-18 (<HOLDING>). The government’s interest in alerting Options: A. holding that the proper measure of damages to repair defects for a building contract that has not been substantially performed is the contractually agreed upon measure of damages B. holding that where the customary measure of damages for a vendors failure or refusal to convey land was inapplicable the measure of damages must be flexible enough to vary with the necessities of the situation C. holding failure to raise issue of improper measure of damages in trial court waived review of complaints that proper measure of damages was not submitted to jury and that plaintiff failed to present evidence on the proper measure D. holding that the measure of damages of converted property is the market value at the time of conversion E. holding that the official proponents of an initiative measure are recognized as having a distinct role involving both authority and responsibilities that differ from other supporters of the measure

assistant: The best answer is E. holding that the official proponents of an initiative measure are recognized as having a distinct role involving both authority and responsibilities that differ from other supporters of the measure
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: F.3d 203, 204-05 (4th Cir.) (rejecting claim under Rehabilitation Act because employee failed to show that an allergy to tobacco smoke foreclosed her opportunity to obtain jobs in her respective field), cert. denied, — U.S. -, 115 S.Ct. 59, 130 L.Ed.2d 17 (1994). We therefore conclude that the medical diagnosis of Hughes’ epicondylitis is insufficient to establish that her condition renders her legally handicapped under the Rehabilitation Act. Moreover, § 794(a) of the Rehabilitation Act requires a claimant to demonstrate that the discharge was “solely by reason of her or his disability,” 29 U.S.C. § 794(a); and Hughes has failed to establish a jury question on the issue of whether she was discharged solely because of her handicap. See Little v. F.B.I., 1 F.3d 255, 259 (4th Cir.1993) (<HOLDING>). Hughes’ only evidence to support handicap Options: A. holding that claimant failed to show that he was terminated solely because of handicap B. holding that the delivery of an eeoc decision to the former attorney of a claimant did not constitute notice to the claimant C. holding ongoing asthma condition that caused repeated absences from work was not a handicap D. holding that claimant moving for summary judgment on its claim must conclusively prove all the essential elements of the claim and that claimant has the burden to show that there are no genuine issues of material fact and that claimant is entitled to judgment as a matter of law E. holding the plaintiff failed to make a prima facie case that the defendants failure to promote him was discriminatory where the plaintiff failed to that show he was qualified for the relevant position

assistant: The best answer is A. holding that claimant failed to show that he was terminated solely because of handicap
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 Guideline § 5 G 1.3(b), which mandates a concurrent sentence where the undischarged term of imprisonment resulted from offenses fully taken into account in computation of the new sentence. Although this provision is as inhibiting upon a sentencing court’s discretion as § 5G1.3(a), the issue was not raised in Oser that § 5G1.3(b) was in conflict with 18 U.S.C. § 3584(a). 5 . We find it unnecessary to address the government’s alternative argument that, while § 5G1.3 may conflict with the language of § 3584(a), the guideline departure mechanism adequately preserves a court's discretion. A few circuits have resolved the apparent conflict in this fashion. See, e.g., United States v. Schaefer, 107 F.3d 1280, 1285 (7th Cir.1997), petition for cert. filed, (U.S. Jul. 3, 1997) (No. 97-5125) (<HOLDING>); see also Flowers, 995 F.2d at 317, United Options: A. holding that while 5 g 13 a creates a presumption in favor of a consecutive sentence sentencing judges are free to depart from the guidelines and order a downward departure so long as they comply with the procedures required for downward departure in general outlined in 19 usc 3553c2 B. holding that defendants responsibilities to son and wife both of whom have medical problems are discouraged as a basis for downward departure C. holding that while trial courts are encouraged to state all findings in their written orders they are not required to do so as long as the basis for their decisions is clear from the record and thus susceptible to review D. holding that absolute immunity protects judges so long as their acts are judicial in nature internal quotation omitted E. holding that later agency action cannot retroactively nullify the consequences of a petitioners failure to comply with a voluntary departure order

assistant: The best answer is A. holding that while 5 g 13 a creates a presumption in favor of a consecutive sentence sentencing judges are free to depart from the guidelines and order a downward departure so long as they comply with the procedures required for downward departure in general outlined in 19 usc 3553c2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, including, but not limited to, the provisions for termination set forth in Section 5 hereof, the employment of the Employee under the Original Employment Agreement commenced on the Effective Date, continued through the Initial Term (as defined in the Original Employment Agreement) and has continued thereafter. The Company and Employee agree that Employee’s employment shall continue from the date hereof through August 3, 2017 (the “Subsequent Term”). Upon the expiration of the Subsequent Term, the term of Employee’s employment shall be renewed upon the Company and Employee agreeing to extend this Agreement in writing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the Transaction Documents by the Subscriber and the consummation by the Subscriber of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Subscriber’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Subscriber is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any Governmental Authority to which the Subscriber is subject (including, without limitation, foreign, federal and state securities laws and regulations); except in the case of clause (ii) or (iii) above, as would not, reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Subscriber to perform its obligations thereunder.

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 legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, this Agreement may not be modified, amended, supplemented or waived in any manner except in writing signed by the A.M. Castle Parties and the Required Consenting Creditors (which approval may be conveyed by counsel including by electronic email); provided , however , that (i) any modification of, or amendment or supplement to, Section 7(d) , this Section 16 or the definition of “Outside Date” shall require the written consent of all of the Parties, (ii) any modification of, or amendment or supplement to, the definition of “Required Consenting Creditors” shall require the written consent of all Consenting Creditors represented by Paul, Weiss, and SGF, and (iii) any modification, amendment, supplement or waiver that is materially adverse to any Consenting Creditor in a manner that is different or disproportionate in any material respect from the effect on any of the other Consenting Creditors (in their capacity as holders of A.M. Castle Claims/Interests) set forth in this Agreement (other than in proportion to the amount of such A.M. Castle Claims/Interests) shall require the prior written consent of such affected Consenting Creditor.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ke Zken Zhao v. U.S. Dep’t of Justice, 265 F.3d 83, 93 (2d Cir.2001). The BIA did not abuse its discretion in denying Liu’s motion to reopen. The BIA reasonably found that Liu “offered no explanation [pursuant to 8 C.F.R. § 1003.2] that would lead [the BIA] to conclude that the additional evidence presented with his motion was not available and could not have been discovered or presented at the hearing below,” and Liu failed to state any grounds that would warrant a reopening sua sponte. In his motion Liu did not mention the relevance of the evidence he submitted with the motion, or explain why that evidence was previously unavailable and could not have been discovered or presented at his merits hearing. See Jian Yun Zheng v. U.S. Dep’t of Justice, 409 F.3d 43, 48 (2d Cir. 2005) (<HOLDING>). Furthermore, this Court lacks jurisdiction to Options: A. holding that any inherent power to remand to the bia for the consideration of additional evidence should not be exercised where i the basis for the remand is an instruction to consider documentary evidence that was not in the record before the bia and ii the agency regulations set forth procedures to reopen a case before the bia for the taking of additional evidence B. holding that because petitioner made no effort to demonstrate that the affidavits and additional documentary evidence she submitted in support of her motion to reopen met the requirements under 8 cfr 10032c1 the bia was not obligated to consider them C. holding that the court will not remand if i the basis for the remand is an instruction to consider documentary evidence that was not in the record before the bia and ii the agency regulations set forth procedures to reopen a case before the bia for the taking of additional evidence D. holding that the bia abused its discretion in issuing an incomplete and nonsensical opinion that failed to consider the documentary evidence submitted by the petitioner E. holding that the bia does not abuse its discretion by giving summary consideration to evidence presented in a motion to reopen particularly when dealing with evidence which the bia is asked to repeatedly consider

assistant: The best answer is B. holding that because petitioner made no effort to demonstrate that the affidavits and additional documentary evidence she submitted in support of her motion to reopen met the requirements under 8 cfr 10032c1 the bia was not obligated to consider them
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in a survival action, no punitive damages may be awarded in the absence of an underlying award of compensatory damages for such pain and suffering. As Coastal notes, the primary damages recoverable in a survival action sounding in tort are for the decedent’s pain and suffering between the time of injury and death. See Foster v. Maldonado, 315 F.Supp. 1179, 1180 (D.N.J.), petition denied, 433 P.2d 348 (1970). Damages for pain and suffering are permitted only for pain and suffering that is conscious. Carey, supra, 132 N.J. at 66, 622 A.2d 1279. Many states, including New Jersey, have allowed recovery for conscious pain and suffering whenever it can be shown the injured person survived her injuries, however briefly. See Kellow v. Central Iowa Ry. Co., 68 Iowa 470, 23 N.W. 740, 745 (1885) (<HOLDING>), reh’g denied, 68 Iowa 470, 27 N.W. 466 Options: A. holding that a cause of action accrues the moment the right to commence the action comes into existence B. holding that the right to recover statutory damages accrues at the moment the privacy act was violated C. recognizing in a latent disease case that an injured persons cause of action accrues either 1 D. holding that survival cause of action accrues to injured person who survives injury for brief moment as certainly as it would have done if he had lived for a month or a year thereafter E. holding that in an environmental contamination ease a cause of action accrues when a plaintiff knows or reasonably should know of his or her cause of action and of the identity of a party or parties who may be responsible for the injury

assistant: The best answer is D. holding that survival cause of action accrues to injured person who survives injury for brief moment as certainly as it would have done if he had lived for a month or a year thereafter
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Change of Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of his Employment, and such Agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Change of Control Severance Agreement or this Agreement.

assistant: Entire Agreements