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: United States Industries, 736 F.2d 656, 657 (11th Cir.1984); Pyramid Securities Ltd. v. IB Resolution, Inc., 924 F.2d 1114, 1123 (D.C.Cir.1991). It may be argued that this principle does not apply where a non-moving party's testimony changes over a very brief period of time. Here, Mullins's testimony changed overnight. In any event, the disputes in the record are not material and this is dispositive. 20 . It is worth noting that in adopting this position to avoid the consequences of Maryland law, Mullins is taking a position inconsistent with her original contention that she was terminated in Maryland on March 26. 21 . See Kessler v. Equity Management, Inc., 82 Md.App. 577, 585, 572 A.2d 1144 (1990). 22 . See Watson v. Peoples Sec. Life Ins. Co., 322 Md. 467, 478, 588 A.2d 760 (1991) (<HOLDING>); Ewing v. Koppers Co., 312 Md. 45, 49, 537 Options: A. recognizing a tort action for wrongful discharge when employee was terminated because he refused to commit a criminal act B. holding a claim for patronage dismissal was legally cognizable C. recognizing cause of action for wrongful discharge D. holding that accountant terminated for refusing to violate professional codes stated cognizable claim for wrongful discharge E. holding no legally cognizable claim for wrongful discharge where employee was terminated after seeking legal redress against a coworker for assault and battery

assistant: The best answer is E. holding no legally cognizable claim for wrongful discharge where employee was terminated after seeking legal redress against a coworker for assault and battery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of the Transactions; (c) to pay a portion of the purchase price for the Marquis Acquisition; (d) to pay Obligations in accordance with this Agreement; and (e) for other lawful corporate purposes of Borrowers, including working capital.

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 Agreement shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. The Executive hereby irrevocably submits to and acknowledges and recognizes the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in Massachusetts (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Agreement or the subject matter thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK , AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company with respect to the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the arbitrator 's award damages must be consistent with the terms of the `` limitation of liability '' section above as to the types and the amounts of damages for which a party may be held liable .

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: Each of the Credit Parties and each Subsidiary owns all the Intellectual Property, franchises or rights with respect to the foregoing, or each has obtained licenses of all other rights of whatever nature necessary for the present conduct of its businesses, in each case without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The capitalization of the Company as of the date hereof is as set forth in the SEC Reports, other than immaterial sales of Common Stock under the equity distribution agreement, dated November 8, 2018, between the Company and agents named therein occurring between December 31, 2018 and March 13, 2019. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of (a) the Revolving Credit Loans shall be used solely (i) to finance Capital Expenditures, (ii) to finance Permitted Acquisitions, (ii) for working capital and general corporate purposes, and (iii) to make payments on the Seller Subordinated Debt on and after the Third Amendment Effective Date not to exceed $2,000,000 in the aggregate, and (b) the Term Loan shall be used solely to (i) refinance the Borrowers’ outstanding Indebtedness owing under the 2013 Term Loan, (ii) repay in full the Borrowers’ outstanding Revolving Credit Loans as of the Effective Date, and (iii) to make payments on any Subordinated Debt not to exceed $1,000,000 in the aggregate. For the avoidance of doubt, no proceeds of the Revolving Credit Loans or the Term Loan shall be used to (x) finance the purchase, redemption, defeasance, retirement or other acquisition of any shares of any class of Capital Stock of Holdings or (y) make payments on any Subordinated Debt other than permitted in clauses (a)(iii) and (b)(ii) above or in §10.8. The Borrowers will obtain Letters of Credit solely for general corporate purposes.

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 case excerpt and choose the best holding from the options. Case excerpt: 29 U.S.C.A. § 621(b) (1985). The enforcement scheme under the ADEA is extensive. Generally, according to § 626(b), damages under the Act constitute back pay under the Fair Labor Standards Act (FLSA). However, in addition to the relief offered under the FSLA, the ADEA also has a provision in § 626(b) which provides for liquidated damages in cases of “willful violations” of the Act. Willful violations occur when the employer knew its conduct violated the ADEA or showed reckless disregard for whether its conduct violated the ADEA. See Trans-World Airlines v. Thurston, 469 U.S. 111, 125-28, 105 S.Ct. 613, 623-25, 83 L.Ed.2d 523 (1985). Liquidated damages are awarded in an amount equal to the amount of back pay awarded in a case. Wehr v. Burroughs Corp., 619 F.2d 276, 278 (3rd Cir.1980) (<HOLDING>). In other words, where a violation of the ADEA Options: A. holding that in private action for damages under this chapter plaintiff may initially recover lost wages and in addition he may recover liquidated damages in amount equal to unpaid wages but only when violation is willful B. holding that a plan participant or beneficiary may not recover extracontractual damages in an erisa suit for breach of fiduciary duty under 502a2 and 409a only the plan may recover damages in such cases C. holding that a plaintiff cannot assert a statutory claim for wages under the labor law if he has no enforceable contractual right to those wages D. holding that in order to recover damages under the lanham act plaintiff must prove that there was a violation that plaintiff has been damaged and that there is a causal connection between the violation and those damages E. holding that a jury cannot award damages for medical expenses and lost wages without also awarding damages for pain and suffering where the plaintiff was injured due to the defendants negligence

assistant: The best answer is A. holding that in private action for damages under this chapter plaintiff may initially recover lost wages and in addition he may recover liquidated damages in amount equal to unpaid wages but only when violation is willful
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: (internal citations omitted); Heaslip v. Barnshaw, 129 N.Y.S.2d 433, 435 (N.Y.Sup.Ct.1954) ("A constructive trust bears much the same relation to an express trust that a quasi-contractual obligations bears to a contract. In the case of a constructive trust, as in the case of a quasi-contract, an obligation is imposed not because of the intention of the parties, but in order to prevent unjust enrichment.") (quoting 3 Scott on Trusts § 462.1 (1939) and Restatement, Restitution, § 160, comment a (1937)); cf. Oursler v. Armstrong, 10 N.Y.2d 385, 390, 223 N.Y.S.2d 477, 179 N.E.2d 489 (1961) ("Thus a constructive trust for the testamentary disposition of assets received from another is equated with a quasi contract implied in law, contrary to actual fact, as ... d .2d 147, 154 (2d Cir.1965) Options: A. holding that the statute of limitations cannot bar appellants claim that a constructive trust should be imposed because a constructive trust is an equitable remedy and therefore not subject to the statute B. recognizing 10th circuits finding of breach of trust C. holding that breach of a contract concerning payment of a debt furnishes no basis for the finding of a constructive trust D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding that a cause of action for breach of contract accrues at the time of the breach

assistant: The best answer is C. holding that breach of a contract concerning payment of a debt furnishes no basis for the finding of a constructive trust
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: noted by the Tenth Circuit in Friedman v. Board of County Commissioners of Bernalillo, a case involving the incorporation of the Latin cross on a city seal. In Friedman, the court expressed concern lest [a] person approached by officers leaving a patrol car emblazoned with this seal could reasonably assume that the officers were Christian police, and that the organization they represented identified itself with the Christian God. A follower of any non-Christian religion might well question the officers’ ability to provide even handed treatment. A citizen with no strong religious conviction might conclude that secular benefit could be obtained by becoming a Christian. Friedman, 781 F.2d 777 (10th Cir.1985) (en banc), cert. denied, 476 U.S. 1169, 106 S.Ct. 2890, 90 L.Ed.2d 978 (1986) (<HOLDING>). As the Friedman court further concluded, the Options: A. holding that district courts decision regarding defendants minor role status was not clearly erroneous B. holding that this court will only set aside district courts factual findings when they are clearly erroneous C. holding that the district courts finding of no discrimination was not clearly erroneous because the finding was supported by the record D. holding district courts order upholding county seal clearly erroneous E. holding bankruptcy courts finding of proximate causation not to be clearly erroneous

assistant: The best answer is D. holding district courts order upholding county seal clearly erroneous
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: 09-1454, pp. 41-44, Brief for Petitioner in No. 09-1478, p. 4, n. 1, Reply Brief for Petitioner in No. 09-1454, pp. 3-13, Reply Brief for Petitioner in No. 09-1478, pp. 5-6, Brief for United States as Amicus Curiae 11-20, and Tr. of Oral Arg. 4-14, 17-24, 54-58, with Brief for Respondent 24-42 and Tr. of Oral Arg. 27-31, 46-52. 9 The same cannot be said for Deputy Sheriff Alford. In their briefs, the parties informed us that Alford no longer works for Deschutes County or in law enforcement. See Brief for Respondent 1, n. 2; Reply Brief for Petitioner in No. 09-1478. Because Alford will not again participate in a child abuse investigation, he has lost his interest in the Fourth Amendment ruling. See supra, at 702-703; cf. Arizonans for Official English v. Arizona, 520 U. S. 43,67 (1997) (<HOLDING>). But in light of Camreta’s continuing stake, Options: A. holding that a transfer of job duties can constitute an adverse employment action B. holding that the plaintiffs challenge to a state law affecting the performance of her job duties was mooted when she left state employment C. holding that a change in job duties was not an adverse employment action where the new job duties did not constitute qualitatively inferior work requiring any less skill or knowledge D. holding that a state of permanence was reached when the citys only response to plaintiffs complaint about the loss of job duties was to give her the opportunity to transfer out of the department E. holding that garcetti barred claims involving speech not necessarily required by the plaintiffs job duties but nevertheless related to his job duties

assistant: The best answer is B. holding that the plaintiffs challenge to a state law affecting the performance of her job duties was mooted when she left state employment
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: colleague also contends that the Court has a long history of interpreting the 120-day period prescribed by Congress to allow, in essence, additional time to file a Notice of Appeal. We disagree. In cases where the Court has allowed “additional” time — for example, in cases where the 120th day fell on a date the Court was closed, or where an incarcerated prisoner deposited his Notice of Appeal with prison authorities prior to the expiration of the time period but the Notice of Appeal was not received by the Court until after the expiration of the time period — technical compliance with section 7266(a) was not merely “difficult,” as our colleague asserts, but impossible. If the Court is closed, a document simply cannot be filed. Cf. Torres v. Derwinski, 1 Vet.App. 15, 17 (1990) (<HOLDING>). Once a prisoner deposits mail with prison Options: A. holding that because record did not contain notice of appeal in compliance with rule 3 there was no appellate jurisdiction and appeal must be dismissed B. holding that due process is satisfied where notice is mailed to the wrong address if the appellant received actual notice C. holding timely notice of appeal under fed rapp p 4a is jurisdictional D. holding that the filing of an opening brief within the time period for filing a notice of appeal could constitute notice of appeal E. holding in a case in which the appellant mailed his notice of appeal to va at a time when the court had no physical facilities that literal compliance with filing requirements is not required in cases in which it cannot fairly be exacted quoting fed rapp p 3 advisory comm note

assistant: The best answer is E. holding in a case in which the appellant mailed his notice of appeal to va at a time when the court had no physical facilities that literal compliance with filing requirements is not required in cases in which it cannot fairly be exacted quoting fed rapp p 3 advisory comm note
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by facsimile or e-mail of a PDF document (with written confirmation of transmission), or (c) one (1) Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a Party may have specified by notice given to the other Party pursuant to this provision).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Pursuant to Civil Code Section 1938, Landlord states that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (” CASp ”) to determine whether the Premises meet all applicable construction related accessibility standards under California Civil Code Section 55.53. If Tenant is billed directly by a public utility with respect to Tenant's electrical usage at the Premises, upon request, Tenant shall provide monthly electrical utility usage for the Premises to Landlord for the period of time requested by Landlord (in electronic or paper format) or, at Landlord's option, provide any written authorization or other documentation required for Landlord to request information regarding Tenant's electricity usage with respect to the Premises directly from the applicable utility company.

assistant: Disclosures
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: ... evidence and the opinions on both sides of the issues.” McDonald v. W.-S. Life Ins. Co., 347 F.3d 161, 172 (6th Cir.2003). B. Zurich’s retention of Maguire does not alter the applicable standard of review The parties agree that the Plan gives Zurich discretionary authority to determine eligibility for benefits and to construe the terms of the Plan. As noted above, this vesting of discretionary authority in Zurich would typically lead us to apply an arbitrary-and-capricious standard of review. But the Kovaches argue that, even where a plan vests the administrator with discretion, a de novo review of claim determinations is required if an entity or person other than the one authorized by the plan renders the decision. See Sanford v. Harvard Indus., 262 F.3d 590, 597 (6th Cir.2001) (<HOLDING>). The Kovaches contend that de novo review Options: A. holding that rjegardless of the administrators ultimate authority to determine benefit eligibility factual determinations made by the administrator during the course of a benefits review will be rejected only upon the showing of an abuse of discretion B. holding that when a plan fiduciary initially determines that a covered employee is eligible for benefits and later determines that the employee is not eligible for those benefits by virtue of additional medical information received the plan fiduciary is not required to obtain proof that a substantial change in the ltd recipients medical condition occurred after the initial determination of eligibility and noting that a contrary holding would basically prohibit a plan fiduciary from ever terminating benefits if it later discovered evidence that the erisa plaintiff was not disabled at the time of the initial grant of benefits and that such a rule would have a chilling effect on the prompt ness of granting initial benefits in the first place C. holding that where an unauthorized body that does not have fiduciary discretion to determine benefits eligibility renders such a decision arbitraryandcapricious review is not warranted D. holding that plan fiduciary is entitled to deferential review if empowered by the plan to construe its terms in order to determine benefit eligibility E. holding that a denial of benefits will not be reviewed de novo where the language of an erisa plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan

assistant: The best answer is C. holding that where an unauthorized body that does not have fiduciary discretion to determine benefits eligibility renders such a decision arbitraryandcapricious review is not warranted
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: Assuming the consents described in clauses (a) through (g) of Section 4.6 are obtained, the execution and delivery by the Company and, if applicable, any other Debtor, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, if applicable, any other Debtor, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not (a) conflict with, or result in a breach, modification or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except to the extent specified in the Plan, in the acceleration of, or the creation of any Lien under, or cause any payment or consent to be required under any Contract to which any Debtor will be bound as of the Closing Date after giving effect to the Plan or to which any of the property or assets of any Debtor will be subject as of the Closing Date after giving effect to the Plan, (b) result in any violation of the provisions of any of the Debtors’ organizational documents (other than, for the avoidance of doubt, a breach or default that would be triggered as a result of the Chapter 11 Cases or the Company’s or any Debtor’s undertaking to implement the Restructuring through the Chapter 11 Cases), or (c) result in any violation of any Law or Order applicable to any Debtor or any of their properties, except in each of the cases described in clause (a) or (c) for any conflict, breach, modification, violation, default, acceleration or Lien which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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: The Borrower has furnished to the Administrative Agent and the Lenders (a) the audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of the Parent and the Subsidiaries for the 2015, 2016 and 2017 Fiscal Years and (b) the unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of the Parent and the Subsidiaries for the Fiscal Quarter ended March 31, 2018. Such financial statements fairly present in all material respects the financial position of the Parent and the Subsidiaries as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). As of the Effective Date, neither the Parent nor any Subsidiary has any material liabilities that are required to be disclosed in such financial statements of the Parent and the Subsidiaries for the Fiscal Quarter ended March 31, 2018, in accordance with GAAP, that are not reflected in such unaudited balance sheet (subject, in the case of any interim financial statements, to normal year-end adjustments).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Executive’s base salary (“Base Salary”) will be at a rate of a minimum of $385,000 per annum (a minimum of $400,000 per annum for 2018 and 2019), paid in equal installments in accordance with the Company’s payroll practices and policies then in effect . Base salary may be increased during the Term (but may not be decreased ) in the sole discretion of the Company’s Board of Directors (the “ Board ”) or the Compensation Committee of the Board (the “ Compensation Committee ”) .

assistant: Base Salary
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: subject-matter jurisdiction over tort claims that are intertwined with ecclesiastical investigations or proceedings involving the employment or discipline of clergy. Ex parte Bole, supra. In Ex parte Bole, the plaintiff was a pastor emeritus of a church and the defen dant was a lay member of the church. 103 So.3d at 42. After the lay member made statements to the church’s hierarchy (“the Conference”) concerning the pastor, the Conference initiated an investigation that ultimately led to the pastor being asked to refrain from further activities with the church. 103 So.3d at 48. The pastor sued the lay member, alleging defamation, invasion of privacy, and intentional infliction 2d 302, 533 N.W.2d 780, 790 (1995) (same). “Federal courts: Dausch v. Rykse, 52 F.3d 1425, 1427 (7th Cir.1994) (<HOLDING>); Ayon v. Gourley, 47 F.Supp.2d 1246, 1250 Options: A. holding that claim of breach of fiduciary duty against pastor for sexual relationship with parishioner during the course of pastoral counseling was tantamount to impermissible clergy malpractice claim B. holding that first amendment barred parishioners negligent hiring and supervision and breach of fiduciary duty claims against pastor and church for sexual contact that occurred between pastor and parishioner during the course of a counseling relationship C. holding that negligent retention and supervision claims based upon a pastors sexual contact with parishioners was barred by the first amendment D. holding that first amendment barred adults breach of fiduciary duty claim against pastor for actions that occurred when parishioner was a minor E. holding that first amendment barred negligent supervision claim against a church regarding sexual relationship between adult parishioner and priest during the course of a marital counseling

assistant: The best answer is B. holding that first amendment barred parishioners negligent hiring and supervision and breach of fiduciary duty claims against pastor and church for sexual contact that occurred between pastor and parishioner during the course of a counseling relationship
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: Dictionary of the English Language (4th ed.2000). By contrast, the same text defines a "wad” as "[a] large amount,” “[a] sizable roll of paper money,” or "[a] considerable amount of money.” Id. Further, DEA Task Force Agent Charles Misu-na's affidavit regarding the investigation attests that the amount recovered was $44. R. vol. 1, Misuna Aff. ¶ 6 (Oct. 21, 2003). 9 . Further, the majority, like the government, seems unmindful of the fact that courts must be skeptical in using nervousness as a factor to determine reasonable suspicion. See, e.g., Delaware v. Prouse, 440 U.S. 648, 657, 99 S.Ct. 1391, 59 L.Ed.2d 660 (1979) (stating that a traffic stop is an "unsettling show of authority” that may "create substantial anxiety”); United States v. Gooding, 695 F.2d 78, 83-84 (4th Cir.1982) (<HOLDING>); United States v. Perkins, 348 F.3d 965, 970 Options: A. holding that defendants distraught and nervous demeanor as he deplaned did not amount to reasonable suspicion B. holding that a nervous and possibly furtive demeanor was insufficient to give rise to reasonable suspicion to detain C. holding that nervous evasive behavior is a pertinent factor in determining reasonable suspicion D. holding nervous behavior and inconsistent story justified reasonable suspicion and subsequent search E. holding that nervous behavior and failure to make eye contact did not give rise to reasonable individualized suspicion

assistant: The best answer is A. holding that defendants distraught and nervous demeanor as he deplaned did not amount to reasonable suspicion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require Optionee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Optionee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Options. The withholding requirement may be satisfied, in whole or in part, at the election of the Company, by withholding from the Options Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Company establishes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was insufficient to support a finding of willful falsity and that the District Court improperly drew inferences against him because he did not testify to his lack of willfulness. He asserts also that the Court improperly threatened him with an additional two-level enhancement under U.S.S.G. § 3C1.1, if he testified during the trial and the District Court found that defendant’s explanation of his declaration was intentionally false. We reject the defendant’s contentions. The evidence was sufficient to support the Court’s findings. Nor did the Court rely improperly on the defendant’s decision not to testify. Finally, a district court is entitled to inform a defendant of the possible consequences of presenting false testimony. See United States v. Desimone, 119 F.3d 217, 230 (2d Cir.1997) (<HOLDING>). The Supreme Court has said that, “a Options: A. holding that a district court may not impose a sentencing enhancement based on conduct of which the jury acquitted the defendant B. holding that the defendants substantial rights were not affected by a sentencing guidelines enhancement even in the absence of a specific finding by the district court because the evidence amply supported the enhancement C. holding that the court had no duty to warn defendants about the possibility of deportation as a collateral consequence of conviction D. holding that a sentencing court may warn a defendant of the possibility of a sentence enhancement E. holding that the actual innocence exception applies to a sentencing enhancement in a noncapital sentence

assistant: The best answer is D. holding that a sentencing court may warn a defendant of the possibility of a sentence enhancement
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: Plaintiff provided Defendant timely notice of his claim with regard to the Schering suit. State Sec. Ins., 145 Ill.2d at 431, 583 N.E.2d at 551, 164 Ill.Dec. at 635. Plaintiff argues that he did provide timely notice to Defendant. Plaintiff asserts that he immediately contacted Defendant’s agent, James Markwell, upon learning that Scher-ing had filed a petition for a rule to show cause with Judge Hart. Moreover, based upon his prior dealings with Markwell, Plaintiff claims that he did not believe that a written notice of his claim was necessary. However, the Court cannot say that Plaintiff timely notified Defendant of the “occurrence.” First, it is highly questionable whether Markwell was Defendant’s agent, .App.3d 232, 237, 456 N.E.2d 348, 352, 74 Ill.Dec. 846, 850 (1983) (<HOLDING>); see also Illinois Valley Minerals Corp. v. Options: A. holding that a one month delay is acceptable B. holding that a six month delay was unreasonable C. holding that a 14 month delay was unreasonable D. holding that a 13 month delay was unreasonable E. holding that a five month delay was unreasonable

assistant: The best answer is E. holding that a five month delay was unreasonable
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: due to actions that substantively were “clearly arbitrary and unreasonable, having no substantial relation to the public health, safety, morals, or general welfare.” FDIC v. Henderson, 940 F.2d 465, 474 (9th Cir.1991) (citing Sinaloa Lake Owners Ass’n v. City of Simi Valley, 882 F.2d 1398, 1407 (9th Cir.1989), cert. denied, 494 U.S. 1016, 110 S.Ct. 1317, 108 L.Ed.2d 493 (1990) (quoting Village of Euclid v. Ambler Realty Co., 272 U.S. 365, 395, 47 S.Ct. 114, 121, 71 L.Ed. 303 (1926))). As an initial matter, we note that the fact that the City temporarily banned one particular type of amusement game does not in itself establish that the City unduly interfered with either the game operators’ or manufacturer’s ability to pursue their livelihood in the amusement game industry. Cf. e.g., id. (<HOLDING>) (emphasis added); Di Martini v. Ferrin, 889 Options: A. holding that a former bank president who alleged that he was wrongfully discharged as a result of the actions of a state banking official must show that the acts left him unable to pursue any comparable job in the banking industry B. holding that where debtor lends himself to a scheme or arrangement whereby the banking authority on which the fdic relied in insuring the bank was or was likely to be misled the debtor is estopped from denying the obligation of a facially unconditional note C. holding that government must merely show that defendant knew that it was a bank that he intended to influence D. holding that a debtor has an obligation to pursue other opportunities if unable to earn enough in his or her current job E. holding that defendants position as bank vice president which allowed him knowledge of the banking system and the operations of the bank as well as the ability to oversee commercial and real estate loans and to act as a compliance officer qualified as a position of trust

assistant: The best answer is A. holding that a former bank president who alleged that he was wrongfully discharged as a result of the actions of a state banking official must show that the acts left him unable to pursue any comparable job in the banking industry
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 captions, titles and headings to sections, subsections, paragraphs, exhibits or other divisions of this Agreement, and the table of contents, are only for the convenience of the Parties and shall not be construed to have any effect or meaning with respect to the other contents of such sections, subsections, paragraphs, exhibits or other divisions, such other content being controlling as to the agreement among the Parties.

assistant: Headings
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: have been submitted by the Board. We do not deem it unreasonable or contrary to Legislative intent for PERC to have concluded that the withholding was not based on an evaluation of the Principal’s performance. We agree with PERC’s observation that an arbitrator can determine whether the Principal’s inability to work warranted withholding his increment. Cf. N.J.S.A. 18A:30-2.1(a) & (b) (leave taken pursuant to work related injury constitutes satisfactory service for purposes of increment adjustment). In any event, in the present circumstances, the arbitrator should not be bound by PERC’s conclusion that the action was for disciplinary purposes in the ordinary sense of imposing discipline on the Principal. Cf. Scotch Plains-Fanwood Bd. of Educ., supra, 139 N.J. at 158, 651 A.2d 1018 (<HOLDING>). The arbitrator’s inquiry should focus on the Options: A. holding that arbitrator was bound by perc determination that board acted for disciplinary reasons where board failed to appeal that determination B. recognizing absolute immunity for attorneys and board members of the texas medical board C. holding that an appeal to an agency review board would be futile because the board lacked authority to invalidate ordinance as requested D. holding that the board did not abuse its discretion by dismissing an untimely appeal where the appellant failed to respond to a board order to show cause 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 A. holding that arbitrator was bound by perc determination that board acted for disciplinary reasons where board failed to appeal that determination
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 this case, the evidence that the district court actually considered Vonner’s various arguments is sketchy as best. See Richardson, 437 F.3d at 554. The only proof in the record of the district court’s consideration is the district court’s statement that “[w]ith respect to the sentence in this case, the Court has considered the nature and circumstances of the offense, the history and characteristics of the defendant, the advisory Guideline range, as well as the other factors listed in the 18 United States 3553(a).” This type of offhanded dismissal of a defendant’s claims provides mere lip service to the district court’s responsibility to carefully weigh all the facts and provide a defendant with a well-reasoned, well-thought-out sentencing decision. See McBride, 434 F.3d at 476 n. 3 (<HOLDING>) (emphasis added); Foreman, 436 F.3d at 644 Options: A. holding that there must be sufficient evidence in the record to affirmatively demonstrate the courts consideration of the relevant section 3553a factors B. holding that only relevant factors must be considered C. holding that nothing in booker or elsewhere requires the district court to state on the record that it has explicitly considered each of the 3553a factors or to discuss each of the 3553a factors D. holding that it is sufficient for a court to acknowledge its consideration of the parties arguments and the 3553a factors E. holding that the district court is not required to state on the record that it has explicitly considered each of the 3553a factors or to discuss each of the 3553a factors

assistant: The best answer is A. holding that there must be sufficient evidence in the record to affirmatively demonstrate the courts consideration of the relevant section 3553a factors
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Use the proceeds of (a) the Loans made on the Closing Date solely to finance in part the Transaction and to pay related fees and expenses, (b) the Term B- 1 2 Loans funded pursuant to the Additional Term B- 1 2 Commitments on the Amendment No. 4 5 Effective Date to prepay Term B -1 Loans pursuant to Section 2.05(a) of this Agreement and (c) the Incremental Term Loans only for the purposes specified in the applicable Additional Credit Extension Amendment.

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: The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit, the Aggregate Revolving Commitments or the Delayed Draw Term Loan Commitments under this Section 2.06 . Upon any reduction of the Aggregate Revolving Commitments or the Delayed Draw Term Loan Commitments, the Revolving Commitment of each Revolving Lender or Delayed Draw Term Lender, as applicable, shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. All fees in respect of the Delayed Draw Term Loan Commitments accrued until the effective date of any termination of the Delayed Draw Term Loan Commitments shall be paid on the effective date of such termination.

assistant: Notices