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: not this Court. Federal Claims To state a claim that is cognizable in federal court as one brought pursuant to 28 U.S.C. § 1331 and Bivens v. Six Unknown Federal Narcotics Agents, 403 U.S. 388, 91 S.Ct. 1999, 29 L.Ed.2d 619 (1971), as the plaintiff claims, he must plead two essential elements. He must show, first, that he has been deprived of rights secured by the Constitution or laws of the United States and, second, that the defendants allegedly depriving him of those rights acted under color of federal law. Bivens, 403 U.S. at 397, 91 S.Ct. 1999. The plaintiff in the case sub judice cannot meet the second of these two requirements. An ex-wife, even when an ex-wife acts with her divorce attorney(s), is not a state actor. See Greenlee v. Greenlee, 2005 WL 1030334 (E.D.Mich.2005) (<HOLDING>); see also Patel v. Heidelberger, 6 Fed.Appx. Options: A. holding that a private actors conduct was not state action just because the government failed to supervise that partys conduct B. holding that establishing the existence of an understanding among private parties and state actors for 1983 conspiracy purposes is really nothing more than another way to show state action by alleging a private partys connection to a state actor C. holding that while the fourteenth amendment is directed against state action and not private action the state action requirement is met in a civil action where state law is applied whether by statute or common law D. holding that first amendment provides no protection against private actions no matter how egregious E. holding that an exwife is not a state actor and holding on page 6 that a plaintiff may not proceed in a civil rights action against a private party no matter how discriminatory or wrongful the partys conduct american mfrs mut ins co v sullivan 526 us 40 50 119 sct 977 143 led2d 130 1999

assistant: The best answer is E. holding that an exwife is not a state actor and holding on page 6 that a plaintiff may not proceed in a civil rights action against a private party no matter how discriminatory or wrongful the partys conduct american mfrs mut ins co v sullivan 526 us 40 50 119 sct 977 143 led2d 130 1999
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 Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for the account of each Bank a commitment fee from and including the Closing Date to but excluding the date on which the Commitment of such Bank terminates hereunder, computed at a per annum rate equal to the Commitment Fee Rate on the average daily amount of the Available Commitment of such Bank in effect during the period for which payment is made, payable quarterly in arrears on the first Business Day of each January, April, July and October of each year and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein, commencing in April, 2017. For purposes of calculating the commitment fee, any Bid Loans and Negotiated Rate Loans shall be deemed not to be outstanding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2002. Arguelles requested a delay in the hearing date based upon the upcoming deposition, but the trial court denied that request, held the hearing on June 11, 2002, and entered a final summary judgment in favor of the City. In so ruling, the court set forth no finding of facts or conclusions of law in its summary judgment order. This appeal followed. Entry of summary judgment in this case was premature because discovery had not been completed. In UFF DAA, Inc. v. Towne Realty, Inc., 666 So.2d 199 (Fla. 5th DC A 1995), this court held that it was reversible error to enter summary judgment when relevant discovery was in progress and a deposition of a party was pending. See also Villages at Mango Key Homeowners Assoc., Inc. v. Hunter Development, Inc., 699 So.2d 337 (Fla. 5th DCA 1997)(<HOLDING>). Because Arguelles were entitled to complete Options: A. holding that summary judgment should not be granted when depositions are pending unless protective order is sought or entered B. holding that where parties did not respond to an issue in summary judgment motion parties relinquished any claim on the issue and conceded that summary judgment should be entered against them C. holding that if the evidence is merely colorable or is not significantly probative summary judgment may be granted D. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed E. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed

assistant: The best answer is A. holding that summary judgment should not be granted when depositions are pending unless protective order is sought or entered
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: he threatened Santiago’s life and, second, he falsified a conduct violation report. Looking first to the alleged death threats, Santiago has produced evidence that Clubbs made at least two statements implying that if Santiago did not drop his excessive force grievance against Blair, he would be found hanging in his cell and that his death would be made to look like a suicide. We have long held that “a threat of retaliation is sufficient injury if made in retaliation for an inmate’s use of prison grievance procedures” to sustain a claim of First Amendment retaliation. Burgess v. Moore, 39 F.3d 216, 218 (8th Cir.1994). This is true especially when the threats are ones of death or serious harm to an inmate’s safety. See, e.g., Burton v. Livingston, 791 F.2d 97, 100-01 (8th Cir.1986) (<HOLDING>); Cooper v. Schriro, 189 F.3d 781, 784 (8th Options: A. holding that the first amendment does not protect true threats against the president B. holding that allegations that a prison guard retaliated against a prisoner by terrorizing him with threats of death if proved would constitute a violation of the prisoners first amendment rights C. holding that student stated a claim for violation of his first amendment right to speech when he alleged that school officials prevented him from openly stating that he was homosexual and retaliated against him for doing so D. holding that prisoners complaint alleging that he was punished for filing a grievance against a correctional officer was sufficient to provide notice of claim that he was retaliated against for exercising his first amendment rights E. holding that a prisoners allegations that a corrections officer retaliated against the prisoner for the prisoners report charging the officer with misconduct properly stated a claim for retaliation noting that aji allegation of retaliation should not be ignored simply because the charge was later dismissed

assistant: The best answer is B. holding that allegations that a prison guard retaliated against a prisoner by terrorizing him with threats of death if proved would constitute a violation of the prisoners first amendment rights
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 rights to download and use the products are licensed to you and are not being sold to you , and you have no rights in them other than to use them in accordance with this license agreement and our other terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for matters in existence on the Closing Date and described on Schedule 6.19 , there are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a material impact on the Credit Parties and their Subsidiaries as a whole.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to be that they continue to maintain a personal stake in the outcome of the litigation because, as a result of (and notwithstanding) their dismissal of their claims with prejudice, “their individual claims are now tied to the outcome of this appeal.” (Kuznyetsov Resp. to West Penn Mot. 12-14). Appellants apparently believe that reversal of the District Courts’ decertification orders on appeal would resurrect their individual claims once again at the district court level. However, this reflects a fundamental misunderstanding of the nature of a dismissal with prejudice. The claims that Appellants dismissed with prejudice are gone forever—they are not reviewable by this Court and may not be recaptured at the district court level. See Fairley v. Andrews, 578 F.3d 518, 522 (7th Cir.2009) (<HOLDING>), see also Dannenberg v. Software Tool-works, Options: A. holding that where all substantive claims are properly dismissed there is no basis for injunctive relief B. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well C. holding that the notice of appeal filed after the district court entered judgment as to one defendant but before the court dismissed the claims against the other defendants would have become effective when those defendants were later dismissed D. holding that in the context of the federal tort claims act claims dismissed on sovereign immunity grounds are not dismissed for lack of jurisdiction but for the existence of a defense E. holding that where a litigant voluntarily dismisses a portion of their claims in order to secure an appeal those dismissed claims are extinguished forever

assistant: The best answer is E. holding that where a litigant voluntarily dismisses a portion of their claims in order to secure an appeal those dismissed claims are extinguished forever
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 to other Persons party to this Agreement and to the Purchaser’s employees, officers, directors, attorneys and advisors, the Purchaser has maintained and will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which the Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Shareholder is a party, and to perform the Shareholder’s obligations under this Agreement and each of the Transaction Documents to which the Shareholder is a party. This Agreement has been, and each of the Transaction Documents to which the Shareholder is a party will be, duly and validly authorized and approved, executed and delivered by the Shareholder. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto, this Agreement is, and each of the Transaction Documents to which the Shareholder is a party have been, duly authorized, executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

assistant: Authority
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 consummation of the purchase and sale of the Shares and other transactions contemplated hereby (the “ Closing ”) shall take place (and shall be deemed to occur) electronically at 10:00 AM, New York City time on the third (3 rd ) business day following the date of this Agreement, or at such other place and time as the parties may mutually agree; provided however that if the Closing does not occur prior to the close of business on March 3, 2017, this Agreement shall automatically terminate and be of no force and effect. The date on which the Closing occurs is referred to as the “ Closing Date ”.

assistant: Closings
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: upon receipt of a notice of dispute , you and we shall attempt to resolve the dispute through informal negotiation within sixty ( 60 ) days from the date the notice of dispute is sent .

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: Consultant acknowledges that, in connection with performance of the Services, Consultant will acquire, be exposed and have access to, nonpublic material, data and information of the Company and its affiliates that is confidential, proprietary and/or a trade secret (the “ Confidential Information ”). At all times, both during and after the Consulting Period, Consultant shall keep and retain in confidence and shall not disclose to any person or use for Consultant’s own purposes, any of the Confidential Information. At the request of the Company, and - in any event at the end of the Consulting Period (as defined below) - Consultant shall promptly deliver to the Company all tangible materials that embody any Confidential Information or that were created by reference to any Confidential Information, including any reports, analyses, documentation, records, listings, notes, data, sketches, drawings, memoranda, computer files, emails, communications, models, accounts, reference materials, samples, machine-readable media and equipment. Any trade secrets of the Company and its affiliates shall be entitled to all of the protections and benefits under the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. § 66-152 et seq . and any other applicable law.

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 case excerpt and choose the best holding from the options. Case excerpt: a district court may rule on the merits of a class claim before reaching the issue of class certification). 8 . See O'Shea v. Littleton, 414 U.S. 488, 494, 94 S.Ct. 669, 38 L.Ed.2d 674 (1974) ("[I]f none of the named plaintiffs purporting to represent a class establishes the requisite of a case or controversy with the defendants, none may seek relief on behalf of himself or any other member of the class.”); Pederson, 213 F.3d at 872 n. 14. 9 . See Steel Co. v. Citizens for a Better Env't, 523 U.S. 83, 94, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998) ("On every writ of error or appeal, the first and fundamental question is that of jurisdiction, first, of this court, and then of the court from which the record comes.”); Acoustic Sys., Inc. v. Wenger Corp., 207 F.3d 287, 290 n. 2 (5th Cir.2000) Options: A. holding sanctions order pursuant to district courts inherent powers not immediately appealable B. holding that this court lacked preliminary authority to review the district courts jurisdiction because there was no immediately appealable order before the court C. holding district court lacked subject matter jurisdiction because the document before the district court in this instance is not a vehicle for any recognized legal remedy under the rules D. holding that a district courts order of dismissal with prejudice was a nullity because the court lacked jurisdiction E. holding that this court lacked jurisdiction under 46110 for lack of finality and that the district court also lacked jurisdiction because the orders were not final and thus not ripe for review

assistant: The best answer is B. holding that this court lacked preliminary authority to review the district courts jurisdiction because there was no immediately appealable order before the court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: App. 293. As to Miller’s health, the District Court accounted for the fact that Miller’s medical condition would make his incarceration more difficult. Indeed, the District Court stated that it would have varied upward more but for Miller’s health. Thus, the sentence was not substantively unreasonable. V The judgment of the District Court is affirmed. 1 . State and federal authorities have since revoked Miller’s registration as an investment adviser representative and have barred him from association with the securities industry. In re Miller, Investment Advisers Act Release No. IA-3840, 108 SEC Docket 4484 (May 30, 2014); In re Cap. Mkts. Advisory, LLC, Summary Order, 2010 WL 6363111, ¶ 3 (N.J. Bureau Sec. Dec. 20, 2010); see also Schmidt v. Skolas, 770 F.3d 241, 249 (3d Cir. 2014) (<HOLDING>). 2 . We cite to Appellee's brief, which is not Options: A. holding that undisputed matters of public record are proper subjects for judicial notice B. recognizing that a court may take judicial notice of a document filed in another court to establish the fact of such litigation and related filings C. recognizing that a court may rely on matters of which a court may take judicial notice D. holding that the existence of prior convictions are typically matters of public record of which the trial court can take judicial notice without violating the defendants right to due process E. holding that courts may take judicial notice of sec filings that are matters of public record

assistant: The best answer is E. holding that courts may take judicial notice of sec filings that are matters of public record
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 Borrower agrees to pay the Administrative Agent for distribution to each Non-Defaulting Lender a commitment commission (the “ Commitment Commission ”) for the period from the Restatement Effective Date to and including the Delayed Draw Funding Date computed at a per annum rate equal to 35% of the Applicable Margin of the daily Unutilized Commitment, in each case, of such Non-Defaulting Lender. Accrued Commitment Commission shall be due and payable in arrears on each Payment Date and on the Delayed Draw Termination Date (or, if earlier, the date upon which the Total Commitments are terminated).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: alternate basis for finding the refusal protected by the STAA. Adverse Employment Action. Maverick next challenges as contrary to law the ARB’s conclusion that the placement of the abandonment notation in Canter’s DAC report was adverse to Canter. Maverick argues it was not adverse because Canter was initially able to obtain employment. Had Canter been aware of the abandonment notation when Maverick first placed it in his DAC report, such that the limitations period would have elapsed while Canter was still able to obtain work, that might be the case. We have, after all, held the mere existence of a negative employment report not to be adverse in the absence of proof the report negatively affected future employment opportunities. See Turner v. Gonzales, 421 F.3d 688, 696 (8th Cir.2005) (<HOLDING>). Under the unusual circumstances of this case, Options: A. holding that the dissemination of a negative job reference constitutes an adverse employment action B. holding that a negative performance evaluation on its own is insufficient to constitute an adverse employment action as a matter of law C. holding negative employee review not adverse until it is used to deny a job opportunity D. holding that it is not enough that an employees job provides an opportunity to commit an intentional tort E. holding that a transfer of job duties can constitute an adverse employment action

assistant: The best answer is C. holding negative employee review not adverse until it is used to deny a job opportunity
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 Participant who becomes “Permanently Disabled” while employed by the Company shall have a nonforfeitable right to 100% of his Supplemental Contribution Account as of the date on which he is determined to be Permanently Disabled, provided he has completed at least five (5) years of Service as of such date. The term “Permanently Disabled” shall have the same meaning under this Plan as under the Company’s defined benefit pension plans.

assistant: Disability
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 has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports” and, together with this Agreement, the “Disclosure Materials”. The SEC Reports filed by the Company with the SEC, from the commencement of the fiscal year covered by the Company’s most recent Annual Report on Form 10-K to the date of this Agreement (the “SEC Documents”), as of their respective dates, complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of such SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the audited financial statements and unaudited interim financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate).

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: This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that the Borrowers shall not have the right to assign their rights hereunder or any interest herein.

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: This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original. Facsimile copies or PDF copies sent by email of this Fourth Amendment and any signatures thereon shall be considered for all purposes as originals.

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 case excerpt and choose the best holding from the options. Case excerpt: State — must live by until the next hearing. Accordingly, against the backdrop of the emphasized language, this Court and the Court of Civil Appeals have recognized the unique nature of juvenile proceedings that make an appeal appropriate from any one of multiple judgments that may be entered during the life of a juvenile case. Citing the Court of Civil Appeals’ opinion in C.L. v. D.H., 916 So.2d 622 (Ala.Civ.App.2005), we stated in Ex parte T.C., 96 So.3d 123, 130.(Ala.2012), that, “unlike other civil cases, dependency and termination-of-parental-rights proceedings may involve multiple ‘final’ ap-pealable orders before the juvenile case is closed. For example, temporary custody orders are treated as final, appeal-able orders. See, e.g., C.L. v. D.H., 916 So.2d 622 (Ala.Civ.App.2005) (<HOLDING>).” Unlike normal civil cases in which a fixed Options: A. holding that order awarding attorney fees in amount to be determined at later date was not final appealable order B. holding order awarding father temporary partial custody prior to custody hearing was not final and appealable under rule 341 C. holding that order awarding maternal grandmother primary physical custody of a child in a dependency case was a final appealable order as opposed to a pendente lite order D. holding that a rehearing order was not final or appealable E. holding that an order was interlocutory in nature despite the trial courts certification of the order as a final appealable judgment

assistant: The best answer is C. holding that order awarding maternal grandmother primary physical custody of a child in a dependency case was a final appealable order as opposed to a pendente lite order
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: cause in this case, the State was required to demonstrate that a reasonably prudent person would have believed that the facts demonstrated that evidence of alcohol impairment would be found in Frensemeier’s blood. Objectively observed clear indications of intoxication include dilated pupils, bloodshot eyes, glassy eyes, and the odor of alcohol on the person’s breath. Datzek v. State, 838 N.E.2d 1149, 1156 (Ind.Ct.App.2005). Furthermore, we observed in Hannoy that “the amount of evidence needed to supply probable cause of operating while intoxicated is minimal; we have held that noticing the odor of alcohol on the driver’s breath during the course of an accident investigation can be sufficient.” 789 N.E.2d at 989; see also Clark v. State, 175 Ind.App. 391, 372 N.E.2d 185, 190 (1978) (<HOLDING>). In this case, the evidence showed that when Options: A. holding that probable cause was clearly present justifying the taking of a blood sample without the defendants consent when it was established that the defendant was involved in an automobile accident and the police noticed liquor on his breath at the scene of the accident and at the hospital B. holding that the defendant was guilty of leaving the scene because the injured party and a police officer were present at the scene within a reasonable time after the accident C. holding scene of accident was suspicious place D. holding that the consent of the driver was invalid when the officer knew that the passenger was the owner of the automobile E. holding that an insureds personal belief that he was not liable for an accident provided no basis for submitting the question of the reasonableness of his delay in notification to a jury when the insured knew the day after the accident that it had been claimed that the cable he had installed had caused the accident

assistant: The best answer is A. holding that probable cause was clearly present justifying the taking of a blood sample without the defendants consent when it was established that the defendant was involved in an automobile accident and the police noticed liquor on his breath at the scene of the accident and at the hospital
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 Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Borrower or any of its Subsidiaries.

assistant: Erisa
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 or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, facsimile or electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, facsimile or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 3485 N. Pines Way, Suite 110, Wilson, Wyoming 83014, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .

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: Interest accrued on each ABR Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which such ABR Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any ABR Advance converted into a LIBOR Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each LIBOR Advance shall be payable on the last day of its applicable Interest Period, on any date on which such LIBOR Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each LIBOR Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accruing at the rate set forth in Section 2.13 shall be payable on demand. Interest, Facility Fees and Facility Letter of Credit Fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (Chicago time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

assistant: Interests
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: claim for the transfer, we find that the absence of pre-deprivation notice or a hearing did not,, in itself, violate his due process rights. V. PKI and PRD’s Claims Leave to amend “shall be freely given when justice so requires.” Fed. R.Civ.P. 15. Although refusals to grant leave to amend are reviewed for abuse of discretion, see Rolo v. City Investing Co. Liquidating Trust, 155 F.3d 644, 654 (3d Cir.1998), it is an abuse of discretion to deny leave to amend unless “plaintiff’s delay in seeking amendment is undue, made in bad faith, prejudicial to the opposing party, or [the amendment] fails to cure the jurisdictional defect,” Berkshire Fashions, Inc. v. M.V. Hakusan II, 954 F.2d 874, 886 (3d Cir.1992); see also Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962) (<HOLDING>); Boileau v. Bethlehem Steel Corp., 730 F.2d Options: A. holding that although district courts have discretion to deny leave to amend they may only do so for a substantial reason B. holding leave to amend should be freely granted absent a showing of undue delay bad faith undue prejudice or futility C. holding that it is abuse of discretion to deny leave to amend absent a clear or declared reason such as delay bad faith prejudice or a repeated failure to cure a problem in the complaint D. holding that futility prejudice or bad faith may justify refusing to grant leave to amend E. recognizing several reasons to deny leave to amend a complaint

assistant: The best answer is C. holding that it is abuse of discretion to deny leave to amend absent a clear or declared reason such as delay bad faith prejudice or a repeated failure to cure a problem in the complaint
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: Landlord and Tenant each agrees to reasonably cooperate with the other in connection with its production, review and finalization of the plans and specifications, for the Base Building Work by Landlord, and the Tenant Improvement Work by Tenant, in an effort to finalize the same in an efficient and consistent manner. The foregoing will include responding to reasonable requests for information in a reasonably prompt manner in the event no time period is otherwise specified herein for response to the applicable inquiry.

assistant: Cooperation
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 subscriber 's name , address , and telephone number , and a statement that the subscriber consents to the jurisdiction of federal district court for the judicial district in which the address is located , or if the subscriber 's address is outside of the united states , then for any judicial district in which the company may be found , and that the subscriber will accept service of process from the person who provided notification under section 9 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Muhammad stated that he understood his rights, that he wanted to talk to the agents, but that he did not want to sign the waiver of rights form. At that point, the agent told Muhammad that he would not talk with him unless he signed the form. Agent Gandolfo then gave the form to Muhammad and left the room. When the agent returned, he noticed that Muhammad had signed the form and he then began the interview. A defendant must unambiguously request the assistance of counsel in order to invoke his right to an attorney under Miranda and thus prevent the interrogator from asking any further questions. Davis v. United States, 512 U.S. 452, 458-60, 114 S.Ct. 2350, 2355, 129 L.Ed.2d 362 (1994); see also Edwards v. Arizona, 451 U.S. 477, 484-85, 101 S.Ct. 1880, 1884-85, 68 L.Ed.2d 378 (1981) (<HOLDING>). In Davis, the defendant claimed that he had Options: A. holding that once miranda warnings have been given if the individual indicates in any manner that he wishes to remain silent the interrogation must cease any statement taken after the person invokes his privilege cannot be other than the product of compulsion subtle or otherwise B. holding that the interrogation must cease once the suspect invokes his miranda right to counsel C. holding that fifth amendment protection against selfincrimination requires police to notify suspect of right to counsel and to cut off interrogation once suspect invokes the right absent counsel further interrogation may not occur unless suspect initiates subsequent conversation if police initiate subsequent interrogation there can be no valid waiver of counsel even though police advise suspect of his or her constitutional rights and suspect acquiesces in the interrogation D. holding that once the right to counsel is invoked custodial interrogation must cease until the suspects attorney is present E. holding that interrogation must cease if the suspect unambiguously asserts his right to counsel

assistant: The best answer is B. holding that the interrogation must cease once the suspect invokes his miranda right to counsel
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser agrees to purchase, that number of Shares and Warrants equaling the Subscription Amount. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to that Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser and the Company shall deliver to such Purchaser its Shares and Warrants, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at such location as the parties shall mutually agree, including the delivery to the Company of immediately available funds comprising the aggregate Subscription Amount for the Closing.

assistant: Closings
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: including layered logic and other control systems developed pursuant to the SAA. Regardless of the fact that TurboChef accuses Maytag of misappropriating its protected intellectual property in products other than cooking appliances, the Court holds that Turbo-Chefs allegations “relate to” the SAA and the License Agreement. SAA, § 6.5; License Agreement, § 13.07 (“Any and all claims or controversies relating to this Agreement shall be finally resolved by arbitration.”). See Moses H. Cone Mem. Hosp. v. Mercury Const. Corp., 460 U.S. 1, 24-25, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983) (“[A]ny doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration, whether the problem at hand is the construction of the contract language i o., 770 F.2d 40, 42 (3rd Cir.1985) (<HOLDING>). See also, § 6.5(e) of the SAA (“to the extent Options: A. holding that arbitration award is binding on the parties B. holding that when parties voluntarily submit to binding arbitration they generally believe that they are trading their right to appeal an arbitration award for a relatively speedy and inexpensive resolution to their dispute C. recognizing that an action at common law can be maintained on an arbitration award rendered under the parties submission that does not comply with the arbitration statute D. holding that an arbitration in accordance with aaa rules is a binding arbitration E. holding that an order remanding an arbitration award is not a final appealable order when the order does not also vacate the arbitration award

assistant: The best answer is A. holding that arbitration award is binding on the parties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The key question is whether the named plaintiffs have been “excluded from participation in or ... denied the benefits of the services, programs, or activities of [the TEA].” Id. To answer that question, we must decide whether driver education is a service, program, or activity of the TEA. We hold that it is not, although this is a close question for which the statutes, regulations, and case law provide little concrete guidance. Starting with the plain text of Title II of the ADA, the phrase “services, programs, or activities of a public entity” is undefined. The Supreme Court has interpreted the phrase with reference to what “services, programs, or activities” are provided by the public entity. See Pa. Dep’t of Corr. v. Yeskey, 524 U.S. 206, 210, 118 S.Ct. 1952, 141 L.Ed.2d 215 (1998) (<HOLDING>). Here, the TEA itself does not teach driver Options: A. holding that a physician under contract with north carolina to provide medical services to prison inmates was a state actor for purposes of 1983 B. holding that venue was proper in kansas because both of the defendants conducted many of their activities with the plaintiff through the mail despite that fact that the defendants activities may have been more substantial in california C. holding that prisons have programs services or activities because they provide inmates with many recreational activities medical services and educational and vocational programs D. holding that conversion would lie for copying and taking of computer programs even if defendant never took the tapes embodying the programs E. holding that employers knowledge of employees injury followed by the employers failure to provide the necessary medical services sufficient to impose liability upon the employer for medical services selected by the employee

assistant: The best answer is C. holding that prisons have programs services or activities because they provide inmates with many recreational activities medical services and educational and vocational programs