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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “ Company ” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

assistant: Successors
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 questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, District of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, District of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (A) Upon the occurrence of a Reportable Event, such that the Seller or any ERISA Affiliate is required to file a report or notice with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor, that could result in the imposition of liability on the Seller and/or any such Affiliate, (B) upon the receipt of notice of a filing of a report or notice of a Reportable Event from any of the foregoing entities or a Multiemployer Plan that could result in the imposition of liability on the Seller and/or any such Affiliate, (C) upon the withdrawal by either the Seller or any ERISA Affiliate from a Multiemployer Plan in either a complete withdrawal or a partial withdrawal that results in or is reasonably likely to result in the imposition of a liability with respect to the Seller and/or any such Affiliate, or (D) upon the claim of a Multiemployer Plan against the Seller or any ERISA Affiliate with respect to a failure of Seller or any ERISA Affiliate to make contributions to such Multiemployer Plan.

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 case excerpt and choose the best holding from the options. Case excerpt: when Grant then well knew that she had used at least one other social security number in other bankruptcy petitions which Grant knew she was obligated to disclose.” By including the phrase “which Grant knew she was obligated to disclose,” the Government alleged that Defendant had an obligation to disclose her second social security number. Because Form B-21 requires only the disclosure of social security numbers that the debtor “has,” the obligation language limits the indictment to what Form B-21 requires — disclosure of all social security numbers that the debtor “has.” Nor did the indictment mislead Defendant. By outlining each element of the offense, the indictment notified Defendant of the charges against her. See United States v. Griffin, 800 F.3d 198, 203 (5th Cir. 2015) (<HOLDING>); United States v. Trice, 823 F.2d 80, 89 n.8 Options: A. holding that the government must prove the defendant knew of the features of the firearm that brought it within the scope of the act B. holding the government waived its standing argument when it was put on notice the defendant would claim a privacy interest C. holding that the defendant lacked sufficient contacts with the forum state because there was no evidence the defendant knew where the product would be sold D. holding that an indictment gave sufficient notice when the defendant knew before trial the theory of criminality on which the government would proceed E. holding that an indictment gave sufficient notice when the indictment charged the elements of the offense

assistant: The best answer is D. holding that an indictment gave sufficient notice when the defendant knew before trial the theory of criminality on which the government would proceed
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: 2011 WL 4537877, at *12. In other words, only certain portions of the influenza virus generated a cross-reactive immune response. Petitioner provided no evidence that the portions of the influenza virus shown by Wucherpfennig to mimic myelin basic protein were present in the influenza vaccine Petitioner received. Special Masters Decision, 2011 WL 4537877, at *12. Petitioner also did not provide evidence that any peptide from the influenza vaccine he received was cross-reactive with myelin basic protein-specific T-cells. Id. The special master reasonably considered the lack of evidence connecting the cross-reactivity observed by Wucherpfennig to the facts of Petitioner’s case to weigh “against finding that Dr. Tornatore’s opinion is persuasive.” Id.; see Moberly, 592 F.3d at 1824 (<HOLDING>). Moreover, the special master credited several Options: A. holding that defense of fraud was waived where no special issue was submitted and there was disputed evidence B. holding district court did not err in admitting reports that were merely cumulative of evidence already in the record C. holding that trial court did not err D. holding summary judgment appropriate when the facts in evidence supported another plausible theory not the plaintiffs theory of the case E. holding special master did not err in rejecting a theory of causation where there was no evidence in the record suggesting that the proposed mechanism was at work in the petitioners case

assistant: The best answer is E. holding special master did not err in rejecting a theory of causation where there was no evidence in the record suggesting that the proposed mechanism was at work in the petitioners case
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: even a single act of NWP by which it held Mr. Brink out as an agent authorized to modify the CBA, Plaintiff has failed to establish the lack of a genuine issue regarding the existence of apparent authority. Despite Plaintiffs failure to show as a matter of law that Brink acted with apparent authority, NWP may still be bound to the Standard Clause under the agency principle of ratification. Accordingly, Mr. Brink’s actions, even his unauthorized acts, will have binding effect if NWP knew of, and accepted, the benefits of Mr. Brink’s actions without taking steps to disavow them. See Restatement, (Second) Agency, § 98 (A receipt of benefits may constitute an affirmance by which a ratification is established); see also Yarnall v. Yorkshire Worsted Mills, 370 Pa. 93, 87 A.2d 192, 193 (1952) (<HOLDING>); Presbyterian Board of Relief for Disabled Options: A. holding that under illinois law silence can constitute acceptance under the terms of the restatement of contracts B. holding that under 98 of restatement principal elected to ratify unauthorized act by accepting benefits of agreement with full knowledge of its terms and was therefore bound to terms of agreement C. holding federal court is not bound by terms of plea agreement between defendant and state authorities D. holding that when a court accepts a fixed plea agreement it is bound by the agreements terms E. holding that both the state and the defendant are bound to the terms of a plea agreement under santobello

assistant: The best answer is B. holding that under 98 of restatement principal elected to ratify unauthorized act by accepting benefits of agreement with full knowledge of its terms and was therefore bound to terms of agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall keep (i) all of its insurable properties, Collateral and assets adequately insured in all material respects against losses, damages and hazards as are customarily insured against by businesses engaging in similar activities or owning similar assets or properties and at least the minimum amount required by applicable law; (ii) maintain general public liability insurance at all times against liability on account of damage to persons and property having such limits, deductibles, exclusions and co-insurance and other provisions as are customary for a business engaged in activities similar to those of Borrower; and (iii) maintain insurance under all applicable workers’ compensation laws; all of the foregoing insurance policies to (A) be satisfactory in form and substance to Holder and (B) expressly provide that they cannot be amended to reduce coverage or canceled without thirty (30) calendar days prior written notice to Holder and that they inure to the benefit of Holder notwithstanding any action or omission or negligence of or by such Borrower or any insured thereunder. With respect to property insurance covering business interruption, accounts receivable and the books and records in connection therewith, Holder shall be named as loss payee and additional insured and with respect to general liability insurance Holder shall be named as additional insured.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower is not in default under or with respect to any of its Contractual Obligations that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as expressly set forth on Exhibit A hereto, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Seventh Amendment.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document.

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: engaging in future schemes involving fraudulent misrepresentation wherein they use the mails to obtain money. There is no question that the Postal Service is entrusted with the responsibility of protecting consumers from such conduct; the question is whether the regulation of future conduct by plaintiffs is justified here. In the past, Courts have often permitted the Federal Trade Commission to issue cease and desist orders regulating a broad line of products, even though a violation was discovered with respect to a single product so as “to prevent the resurrection of discontinued practices.” Lee v. Federal Trade Commission, 679 F.2d 905, 906 (D.C.Cir.1980); see also Federal Trade Commission v. Colgate-Palmolive, Co., 380 U.S. 374, 395, 85 S.Ct. 1035, 1048, 13 L.Ed.2d 904 (1965) (<HOLDING>); Federal Trade Commission v. National Lead Options: A. holding that the commission may not order reparations where a carrier complied with the commissions earlier order declaring its rate to be reasonable B. holding that a debtor need not have received a benefit from the fraudulent activity in order for 523a2a to prevent a discharge C. holding that morgan stanley is estopped from seeking a restraining order against competitive conduct which it admits to engaging in D. holding an order refusing to enforce a settlement agreement is not immediately appealable because it does not prevent a judgment from being rendered in the action and appellant can seek review of the current order in any appeal from final judgment E. holding that commission may frame its order broadly enough to prevent respondents from engaging in similarly illegal activities in the future

assistant: The best answer is E. holding that commission may frame its order broadly enough to prevent respondents from engaging in similarly illegal activities in the future
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: Upon receipt of a statement from Landlord specifying the estimated Operating Costs to be charged to Sublandlord under the Master Lease with respect to each calendar year, or as soon after receipt of such statement as practicable, Sublandlord shall give Subtenant written notice of its estimate of Additional Rent for the ensuing calendar year, which estimate shall be prepared based on the estimate received from Landlord (as Landlord’s estimate may change from time to time), together with a copy of the statement received from Landlord. On or before the first day of each month during each calendar year, Subtenant shall pay to Sublandlord as Additional Rent one-twelfth (l/12th) of such estimated amount together with the Base Rent.

assistant: Payments
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: Seller shall cause to be delivered to Buyer, with a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the " Title Report" ), which Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated Texas survey of the Property (the "Survey" ).

assistant: Titles
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: question was asked is not true,” Cortez’s attorneys also testified that they were surprised by the question regarding polygraph testimony and did not expect the question to be asked. In this vein, the Supreme Court has stated "[j]ust as there is no expectation that competent counsel will be a flawless strategist or tactician, an attorney may not be faulted for a reasonable miscalculation or lack of foresight or for failing to prepare for what appear to be remote possibilities.” Richter, 562 U.S. at 110, 131 S.Ct. 770. Accordingly, even if we were to address this claim as a standalone issue, Cortez has failed to show that his counsel was deficient for failing to file a motion in limine regarding inadmissible polygraph evidence. See Charles v. Thaler, 629 F.3d 494, 502 (5th Cir. 2011) (<HOLDING>); see also Dodson v. Stephens, 611 Fed.Appx. Options: A. holding that the clock was tolled from the day the lastarraigned defendant appeared before a judicial officer because at that time several defendants already had filed pretrial motions and pretrial motions of some type remained pending for over two years B. holding that although the defendant filed a number of motions because the original trial date never changed as a result of those motions no delay could be attributed to the motions C. holding that pretrial motions in limine were not feasible because counsel could not have anticipated inadmissible testimony D. holding that counsel may well have made a reasonable tactical choice to not object to arguably inadmissible testimony E. holding in part that the presumption of public access attaches to pretrialnondiscovery motions whether preliminary or dispositive and the materials briefs and documents filed with the court in support of or in opposition to such motions but not to pretrial discovery motions

assistant: The best answer is C. holding that pretrial motions in limine were not feasible because counsel could not have anticipated inadmissible testimony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if , however , this waiver of class or consolidated actions is deemed invalid or unenforceable , neither you nor headspace are entitled to arbitration ; instead all claims and disputes will be resolved in a court as set forth in section 13.13 below .

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 Administrative Agent, the Lenders and the LC Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, advisors and representatives, including any numbering, administration or settlement service providers, (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates or to any such regulatory authority in accordance with such Lender’s regulatory compliance policy, (c) to the extent required by applicable laws or regulations or by subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) any credit insurance provider relating to the Borrower and its Obligations or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the LC Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

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: the emphasized portions are improper material for an affidavit supporting a summary judgment motion and should have been stricken by the trial court. We disagree. First, we observe that, on appeal, the Meyers do not dispute Boofter's professional credentials and other qualifications as a land surveyor. Indeed, in the portion of the Boofter Affidavit that the Meyers do not challenge, Boofter affirms that he is a registered land surveyor and routinely performs surveys of real property. Thus, Boofter qualifies as an expert witness. See, e.g., Romine v. Gagle, 782 N.E.2d 369, 382 (Ind.Ct.App.2003) (acknowledging that a professional land surveyor who owns his own land surveying business is an expert); see also Longabaugh v. Johnson, 163 Ind.App. 108, 111, 321 N.E.2d 865, 867 (1975) (<HOLDING>). Indiana Evidence Rule 702 governs expert Options: A. holding that a forensic accountant is an expert witness not a lay witness B. recognizing that a surveyor was an expert witness C. holding that counsels failure to call an expert rebuttal witness does not constitute ineffectiveness the pcra petitioner must demonstrate that an expert witness was available who would have offered testimony designed to advance his cause D. holding that the district court did not abuse its discretion in allowing plaintiffs expert witness to testify when it also allowed defendants expert witness who disputed the methodology used by plaintiffs expert to testify E. holding that witness immunity does not bar a claim against a retained expert witness for negligence performance of his duty

assistant: The best answer is B. recognizing that a surveyor was an expert witness
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All computations of interest on the Term Loan and amounts determined by reference to a rate determined by the Administrative Agent shall be calculated on the basis of a 360-day year and shall be payable for the actual number of days elapsed (including the first day but excluding the last day) during the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.

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: Nat’l Satellite Sports, Inc. v. Eliadis, Inc., 253 F.3d 900, 913 (6th Cir.2001) (“In particular, the prohibition in the first sentence of § 605(a) does not involve the interception of a communication at all. It prohibits intermediaries who are authorized to receive a communication by wire or radio from divulging the contents of the transmission to any person other than the addressee intended by the sender.”); see id. ' (“An authorized intermediary of a communication (such as Time Warner) violates the first sentence of § 605(a) when it divulges that communication through an electronic channel to one “other than the addressee” intended by the sender (such as Main Events).”); Joe Hands Promotions v. D.M.B. Ventures, Inc., Nos. 93-CV-2656, 93-CV-3141, 1995 WL 328399 (E.D.La. May 31, 1995) (<HOLDING>). Although it was not resolved on the merits Options: A. holding that statement must be product of a startling event B. holding that a contract must entitle the plaintiff to money damages in the event of the governments breach of that contract C. holding that the cox bankruptcy court struck a balance too harshly against a creditor when it found that credit card debt could not be found nondischargeable under section 523a2a D. holding that cox cable a communications company authorized to distribute a boxing match to its residential customers by an event promoter violated the first sentence of 605a when it broadcasted the event to several commercial establishments that had falsely obtained residential service from cox cable E. holding that cox precludes private suits under the fdcpa that might be pursued in the bankruptcy court

assistant: The best answer is D. holding that cox cable a communications company authorized to distribute a boxing match to its residential customers by an event promoter violated the first sentence of 605a when it broadcasted the event to several commercial establishments that had falsely obtained residential service from cox cable
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 may withhold from any amounts payable to Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation and any additional withholding to which Executive has agreed.

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: Ill. App. 3d 604, 613 (2006). Henkels also argues that the trial court failed to adequately consider the circumstances surrounding the settlement. Specifically, Henkels asserts that the trial court ignored the fact that Pederson orchestrated the settlement for a nominal amount in order to circumvent its lien rights and remove an impediment to his pending malpractice action. There is no evidence that the trial court failed to adequately consider the circumstances surrounding the settlement. While the settlement amount may have been less than the amount of compensation benefits which Henkels paid to Pederson, the Act does not require a workers’ compensation settlement agreement to fully compensate the employer in order to be valid. See In re Estate of Dierkes, 191 Ill. 2d 326, 333 (2000) (<HOLDING>); Smith v. Louis Joliet Shoppingtown L.P., 377 Options: A. holding that an employer is only allowed to be reimbursed from a tort recovery to the extent that the recovery duplicates the elements of damage covered by compensation benefits B. holding that no independent commonlaw duty exists on the part of an employer to preserve evidence for an employees potential civil action against third parties C. recognizing that an employer is liable for an employees action if the employer knew or should have known about an employees acts of harassment and fails to take appropriate remedial action D. recognizing that the compensation that an employer pays may exceed an employees recovery from third parties E. recognizing that either party to a divorce action may bring in third parties who claim an interest in the property alleged to be community or third parties themselves may intervene and have their rights therein determined

assistant: The best answer is D. recognizing that the compensation that an employer pays may exceed an employees recovery from third 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 legal provision and list the applicable contract clause categories. Provision: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.04(e) , or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.04(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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: (i) The Administrative Agent shall have received executed signature pages hereto from (1) each Loan Party, (2) the Administrative Agent, the Collateral Agent, the Swing Lender and the Issuer, and (3) each Lender (including each 2016 Additional Lender).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All out-of-pocket costs incurred by either Party pursuant to Section 4.3.2(b) or (c) shall be borne solely by such Party. Any recovery obtained as a result of any such Action, by settlement or otherwise shall be first applied to reimbursement of the reasonable unreimbursed legal fees and expenses incurred by the Parties, and the remainder shall be retained by the Party bringing such Action.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The failure of the Executive to enforce any of the provisions of this Section 24 at any time, or for any period of time, shall not be construed to be a waiver of any such provision or of the right thereafter to enforce the same.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: importance.” Yusuf Ahmed Alghanim & Sons, 126 F.3d at 22. The annulment of an arbitral award in the primary jurisdiction should therefore be given significant weight. See Pemex, 832 F.3d at 107. In fact, Article V(Z )(e) considerations may readily be incorporated into the ordinary course of a court’s Rule 60(b) analysis. Courts considering Rule 60(b)(5) motions are generally, and correctly, solicitous of a movant seeking relief when a prior judgment on which the challenged judgment relies has been vacated. See, e.g., Flowers v. S. Reg’l Physician Servs., Inc., 286 F.3d 798 (5th Cir. 2002); Cal. Med. Ass’n v. Shalala, 207 F.3d 575 (9th Cir. 2000); Maul v. Constan, 23 F.3d 143 (7th Cir. 1994); cf. Assoc. for Retarded Citizens of Conn., Inc. v. Thorne, 68 F.3d 547, 553 (2d Cir. 1995) (<HOLDING>). The prudential concerns for international Options: A. holding that no reason existed to create a uniform national rule in admiralty where the case concerned attorneys fees and whether the contractual provision which provided for attorneys fees should allow a party to recover attorneys fees where it succeeded on all but one minor issue B. holding that rule 60b5 applied to motion for reconsideration of attorneys fees C. holding motion for attorneys fees was necessary predicate D. holding issue raised for first time in motion for reconsideration constituted waiver E. holding trial court erred in awarding attorneys fees to physicians in absence of any evidence of attorneys fees

assistant: The best answer is B. holding that rule 60b5 applied to motion for reconsideration of attorneys 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 legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any rights to compensation or benefits under Section 4, 5.2 or 5.3 of this Agreement are subject to the Executive’s continued compliance with the provisions of Section 6 and the Executive’s execution and delivery of a general release of claims in favor of the Company and its affiliates in substantially the form attached hereto as Exhibit B (the “Release”) on the 30 th day following the termination date and the Executive’s non-revocation of the Release within the time period provided therein. If the Executive fails to timely execute and deliver such Release, the Executive shall forfeit all payments (other than payments in respect of Accrued Obligations) described under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: executives, they were temporally remote from the decision to discharge Appellants, and completely unrelated to the investigation regarding Appellants’ violation of the EC Policy. Thus, the comments qualify as ‘stray remarks’ and are entitled to minimal weight.”); Ezold v. Wolf, Block, Schorr and Solis-Cohen, 983 F.2d 509, 545 (3d Cir.1992) (“Stray remarks ... by decisionmakers unrelated to the decision process are rarely given great weight, particularly if they were made temporally remote from the date of decision.”). Additionally, under Third Circuit precedent, a plaintiffs uncorroborated testimony about discriminatory treatment cannot — on its own — demonstrate invidious intent at the summary judgment stage. See Solomon v. Soc’y of Auto. Eng’rs, 41 Fed.Appx. 585, 586 (3d Cir.2002) (<HOLDING>); Fusco v. Bucks Cnty. of Pa., 2009 WL 4911938, Options: A. holding that plaintiffs negligence and negligent infliction of emotional distress claims are not independent of the breach of contract claim and summary judgment is warranted on these claims B. holding that the court had an adequate record to grant the defendants motion for summary judgment because the relevant evidence would have been in plaintiffs possession C. holding summary judgment for the employer was warranted because the only evidence in support of plaintiffs claims was solomons own testimony D. holding in the alternative that summary judgment was warranted on abuse of process claim because defendants established probable cause to prosecute plaintiffs E. holding summary judgment was not warranted because material facts were in dispute

assistant: The best answer is C. holding summary judgment for the employer was warranted because the only evidence in support of plaintiffs claims was solomons own testimony
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 QCP and its Restricted Subsidiaries have filed all tax returns and reports required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable (including in their capacity as withholding agents), except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves with respect thereto, to the extent required by GAAP, are maintained on the books of the applicable Person, and except where the failure to take any of the foregoing actions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no proposed tax assessment against any of QCP or its Restricted Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Sullivan told the bankruptcy court that pending the resolution of the involuntary bankruptcy case, Focus intended to make ordinary business expenditures and would preserve and protect the company’s assets. As noted supra in Section I-D, that day, Sullivan authorized the disbursement of $700,000 of Focus’ funds in a severance package to himself, Rubin, Rubin’s adult children, and others. A rational juror could have found beyond a reasonable doubt that Sullivan’s statement to the court was knowingly false. A rational juror could also have convicted Rubin for aiding and abetting the statement. Rubin participated in several meetings with Sullivan and Mousseau where they prepared declarations in response to Sears’ motion to appoint an interim trustee. Cf. McCormick, 72 F.3d at 1410-11 (<HOLDING>). In a January 28, 2002 declaration, Sullivan Options: A. holding that plaintiff failed to prove reasonable reliance on a false statement B. holding trial court reversibly erred in not permitting appellant to withdraw his plea where court erroneously stated appellant could appeal motion was in fact not dispositive and appellant was entitled to rely on the courts statement C. holding evidence of false statement was insufficient where an appellant signed a bankruptcy petition without reading it D. holding that evidence was insufficient to establish that appellant remained unlawfully on school property because as a minor appellant could not leave school without parental consent E. holding that because appellant was not under arrest or detained at time he gave officer a false name the evidence was legally insufficient to support his conviction for failure to identify

assistant: The best answer is C. holding evidence of false statement was insufficient where an appellant signed a bankruptcy petition without reading it
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 may be signed in any number of identical counterparts, each of which shall be deemed an original instrument (including signatures delivered via facsimile or electronic mail) and all of which together shall constitute one and the same instrument. The parties hereto may deliver this Agreement by facsimile or by electronic mail and each party shall be permitted to rely upon the signatures so transmitted to the same extent and effect as if they were original signatures.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which counterparts together shall constitute one and the same instrument.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: A. The City is not indirectly liable for Terry’s and Silverman’s conduct. This case requires us to accommodate the Supreme Court’s mandate in Meritor Savings Bank v. Vinson that federal courts use traditional agency principles when deciding hostile environment sexual harassment cases, but simultaneously “place some limits on the acts of employees for which employers under Title VII are to be held responsible.” 477 U.S. 57, 72, 106 S.Ct. 2399, 2408, 91 L.Ed.2d 49 (1986). Because the Eleventh and all other circuits employ agency principles in the realm of hostile environment sexual harassment, this opinion utilizes the language of traditional agency case law. Under this approach, direct liability and indirect liability are distinct concepts and form the only possible ba (10th Cir.1987)(<HOLDING>); Andrews v. City of Philadelphia, 895 F.2d Options: A. holding in accordance with the restatement that a master may be subject to liability for the torts of his servants acting outside the scope of their employment if the servants conduct violated a nondelegable duty of the master or the servant purported to act on behalf of the principal there was reliance upon the apparent authority or he was aided in accomplishing the tort by the existence of the agency relationship B. holding that existence of deliberate and informed consent turns on whether it is understood between the employee and his employers that he is to remain in the allegiance of the first employer or is to be employed in the business and subject to the direction of the temporary employer C. holding that employer liability could arise under the principles of restatement 2192 if 1 the employer was negligent or reckless or 2 the employee relied on the supervisors apparent authority or 3 the supervisor was aided in his harassment by the existence of the agency relationship D. recognizing the continuing validity of negligence as a separate basis for employer liability in action in which employee alleged supervisor harassment E. holding that the plaintiff must establish that a supervisors harassment was within the scope of his employment and that the employer failed to respond adequately and effectively when it learned of the harassment

assistant: The best answer is C. holding that employer liability could arise under the principles of restatement 2192 if 1 the employer was negligent or reckless or 2 the employee relied on the supervisors apparent authority or 3 the supervisor was aided in his harassment by the existence of the agency 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 legal provision and list the applicable contract clause categories. Provision: Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Properties, (e) the occurrence of any breach by Borrower under the Loan Documents or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) the sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

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

user: Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party’s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party’s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is “backed-up” on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof. Except as otherwise specified herein, the obligations of the parties set forth in this Agreement shall terminate and be of no further force and effect eighteen months from the date hereof.

assistant: Yes