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: process.” Final Rule Establishing an Administrative Appeal Process for the Regulatory Program of the Corps of Engineers, 65 Fed. Reg. at 16488. Additionally, the preamble notes that, because physical circum stances can change over time, "JDs are not necessarily 'final' even as an administrative matter.” Id. Based on the foregoing, it seems rather doubtful that the Corps’ decision to certify Dr. Booth’s delineation constituted a final determination entitled to preclusive effect. See Zurcher v. Bilton, 379 S.C. 132, 135, 666 S.E.2d 224, 226 (2008) (issue preclusion applies when an issue has been "actually litigated and determined by a valid and final judgment”) (emphasis added). 10 . See Chasm Hydro, Inc. v. N.Y. State Dep't of Envtl. Conservation, 58 A.D.3d 1100, 872 N.Y.S.2d 235 (2009) (<HOLDING>). 11 . See Ouellette, 479 U.S. 481, 107 S.Ct. Options: A. holding local regulation of hazardous waste disposal facilities preempted by comprehensive and detailed state regulatory scheme B. holding that federal power act and cwa largely preempted the field of regulating hydroelectric facilities C. holding pennsylvania statute regulating subrogation is a law regulating insurance D. holding that subsequent congressional statute regulating registration of aliens retroactively preempted state law E. holding that the plaintiffs state law claims are preempted by federal law

assistant: The best answer is B. holding that federal power act and cwa largely preempted the field of regulating hydroelectric facilities
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 amendment to this Agreement or the Articles shall be adopted by the Manager at its sole discretion. No amendment may be adopted that will effect a Member differently than other Members without the approval of such Member, except as specifically provided herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the occurrence of a THR Put Event, Adeptus (or Adeptus’ legal representative) shall give written notice of the THR Put Event (the “ THR Put Notice ”) to THR within ten (10) days after the occurrence of such THR Put Event.

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: Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, e-mail, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Joseph Daches, facsimile number (210) 999-5401, JDaches@lilisenergy.com or such other facsimile number, e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 14 . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) the date of transmission (if there is no receipt of notice of a failed delivery to the notice party), if such notice or communication is delivered via e-mail attachment as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Houston, Texas time) on a Business Day, (ii) the next Business Day after the date of transmission (if there is no receipt of notice of a failed delivery to the notice party), if such notice or communication is delivered via e-mail attachment as set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (Houston, Texas time) on any Business Day, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by a citizen. Indeed, that has been a critical aspect of the public standing doctrine since its inception in this State, because only a member of the public has standing to enforce rights granted to the public. See Hamilton v. State ex rel. Bates, 3 Ind. 452, 458 (1852) (“That- the defendant should discharge, correctly,- the duties of his office, was a matter in which Bates, as a citizen of the county, had a general interest; and that interest was, of itself, sufficient to enable him to obtain the mandamus in question, and have his name inserted as the relator.” (italics omitted)); see also Cittadine, 790 N.E.2d at 984 (finding Cittadine, “as a member of the motoring public,” could invoke the public standing doctrine); Bd. of Comm’rs of Decatur Cty. v. State, 86 Ind. 8, 12-13 (1882) (<HOLDING>). Union County is thus unable to assert the Options: A. holding that in the event that parties are from different states and the subject matter is national in scope and where the contract states it shall be deemed to be made under the laws of the state of new york and for all purposes construed in accordance with laws of said state new york law applies as the parties choice of law B. recognizing that the government not the relator must have suffered the injury in fact required for article iii standing C. holding that preservation of error in the trial court is not necessary as to lack of standing D. holding the court should only apply the doctrine narrowly and only under exceptional circumstances E. holding that under the public standing doctrine it is only necessary that the relator shall be a citizen and as such interested in the execution of the laws

assistant: The best answer is E. holding that under the public standing doctrine it is only necessary that the relator shall be a citizen and as such interested in the execution of the 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: Fiserv has implemented and shall maintain an information security program that is designed to meet the following objectives as required by the GLB Interagency Guidelines Establishing Information Security Standards designed to meet the following objectives: (i) protect the security and confidentiality of customer information (as defined in GLB) ; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer; and (iv) ensure the proper disposal of “consumer information” (information obtained from “consumer reports” as defined in the Fair Credit Reporting Act). Fiserv shall make available upon Client’s written request or electronically (collectively, “ Delivery Mechanism ”) to allow Client to review any associated audit reports as described in Section 10.(d) and (e) of this Agreement to assess whether its information security program meets the foregoing objectives, summaries of test results as described in Sections 4.(f) and 6.(c) of the ASP Services Exhibit to this Agreement, summary business continuity plan framework for all relevant Fiserv business units, an annual copy of Fiserv’s overview of risk management procedures with subcontractors, and any follow up reports or tracking of information security issues. Fiserv shall also take appropriate actions to address incidents of unauthorized access (“ Security Incident ”) to Client’s “sensitive customer information” (as defined in GLB), including notification to Client as soon as possible, but in any event not later than 48 hours of any such Security Incident. Fiserv agrees to provide Client with all reasonable assistance required to comply with applicable laws that require the notification of individuals in the event of a Security Incident. In the event of a Security Incident, Client will assume responsibility for informing all such individuals in accordance with applicable law. Fiserv will make no notification except as authorized by Client or required by law. As required by PCI-SSC or the applicable regulatory agency having jurisdiction over Client, Fiserv may disclose information regarding any such Security Incident involving cardholder data to PCI-SSC and such agency.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree to keep the terms and existence of this Agreement confidential to the extent allowed by law. You shall not voluntarily disclose the contents of this Agreement to other persons or third parties unless such disclosure (a) is consented to in writing by both parties, or (b) compelled by legal process such as subpoena or court or administrative order, or Securities and Exchange Commission filing. In the event of such legal process, the party receiving such process shall promptly notify the other party to this Agreement in writing of such process in order to allow the other party the opportunity to oppose the disclosure of this Agreement or its contents.

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: (a) If any Lender, or any Person that becomes a party to this Agreement pursuant to Section 8.07, is not incorporated under the laws of the United States of America or a state thereof, such Person agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to each of the Company and the Administrative Agent (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN-E or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Person is entitled to receive payments under this Agreement, without deduction or withholding of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN-E or successor applicable form, or any other Internal Revenue Service Form prescribed by applicable law, as the case may be, to establish an exemption from United States backup withholding tax. Each Person which delivers to the Company the relevant Form pursuant to the preceding sentence further undertakes to deliver to each of the Company and the Administrative Agent two further copies of the relevant Form, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, certifying that such Person is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Person from duly completing and delivering any such form with respect to it and such Person advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-8BEN-E or any other Internal Revenue Service Form prescribed by applicable law, establishing an exemption from United States backup withholding tax.

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 legal provision and list the applicable contract clause categories. Provision: Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A or Exhibit B (as applicable), and Exhibit A or Exhibit B (as applicable) includes all Affiliates of any such Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which such Investor has any interest or right to acquire, whether through derivative securities, voting agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) such Investor shall use its commercially reasonable efforts to cause its respective Related Persons to comply with the terms of this Agreement, and (e) the execution, delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which it is bound.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans will be used only (i) to refinance any loans and letters of credit outstanding under the Existing Credit Agreement, to the extent applicable, and (ii) for general corporate purposes of the Borrowers and their respective Subsidiaries, including to finance costs and expenses incurred or to be incurred in connection with the Merger. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrowers will not request any Borrowing or issuance of any Letter of Credit, and the Borrowers shall not use, and shall procure that their respective Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or draw on any Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any legal suit, action or proceeding arising out of or based upon this Warrant, the Registration Rights Addendum or the transactions contemplated hereby or thereby shall be instituted in the state or federal courts sitting in the borough of Manhattan in the City of New York, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Together with the promises and covenants made in the Employment Agreement and subject to the limitations set forth therein, which are incorporated herein by reference, this Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between the parties. Executive acknowledges that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept this Agreement, except for those set forth in this Agreement.

assistant: Entire Agreements
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: 15.1 this agreement shall be effective for a 30-day term , at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or airbnb terminate the agreement in accordance with this provision .

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: exclusion from admission to the United States, or denial of naturalization. In addition, while due process requires that a guilty plea be made with knowledge of its direct consequences, In re Personal Restraint of Peters, 50 Wn. App. 702, 704, 750 P.2d 643 (1988), a deportation proceeding that occurs subsequent to the entry of a guilty plea is a collateral consequence of that plea. In re Personal Restraint of Yim, 139 Wn.2d 581, 588, 989 P.2d 512 (1999) (citing State v. Ward, 123 Wn.2d 488, 512-13, 869 P.2d 1062 (1994)). As such, Jamison need not have been advised, on due process as opposed to statutory grounds, of the immigration consequences of the plea. See Yim, 139 Wn.2d at 588 (citing Ward, 123 Wn.2d at 512). See also State v. Holley, 75 Wn. App. 191, 198, 876 P.2d 973 (1994) (<HOLDING>). But Jamison claims that the 1996 amendments Options: A. holding that mere disagreement over the proper treatment does not create a constitutional claim B. holding that a claim that is constitutional in name only does not create jurisdiction over an appeal from the veterans court C. holding that rcw 1040200 does not create a constitutional right to be advised of immigration consequences therefore failure to comply with statute does not create constitutional harm D. holding the failure to comply with the act does not bar defendant from raising a constitutional challenge to jury selection procedures E. holding arkansas statute does not impose standards constraining discretion about granting clemency and thus does not create a constitutional right and invoke the due process clause

assistant: The best answer is C. holding that rcw 1040200 does not create a constitutional right to be advised of immigration consequences therefore failure to comply with statute does not create constitutional harm
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: Board’s ability to consider plaintiffs claims. Defendants further contend that there is no jurisdiction here because Congress expressly granted the PTO authority and discretion “to establish regulations governing the conduct of proceedings in the Office,” including the procedures, deadlines, and requirements for the examination of applications. 35 U.S.C. § 2(b)(2)(A); In re Bogese, 303 F.3d 1362, 1368 (Fed.Cir.2002). But even where the manner of an agency’s action is left to that agency’s discretion, courts may compel the agency to take discrete and legally required agency action without dictating the content of that action. SUWA, 542 U.S. at 65, 124 S.Ct. 2373; Kaufman v. Mukasey, 524 F.3d 1334, 1338 (D.C.Cir.2008); see also Hamandi v. Chertoff, 550 F.Supp.2d 46, 50 (D.D.C.2008) (<HOLDING>). It is plain, therefore, that even though the Options: A. holding that warning that this plea may have a bearing on whatever relationship you have with the immigration and naturalization service completely failed to specify consequences of plea as required by statute B. holding that all convictions remain valid for immigration purposes C. holding that regulations that permitted an immigration official to reinstate removal orders violated the immigration and nationality act D. holding that the plaintiffs could not recover fees for postlitigation administrative proceedings before the immigration and naturalization service because the pjroceedings under the immigration and nationality act lacked the specific features of the ssa proceedings that in hudson demonstrated the intimate tie between administrative and judicial proceedings E. holding that where us citizenship and immigration services was required to adjudicate naturalization applications it was required by the apa to do so within a reasonable time regardless of whether the immigration and naturalization act specifies a timeframe for action

assistant: The best answer is E. holding that where us citizenship and immigration services was required to adjudicate naturalization applications it was required by the apa to do so within a reasonable time regardless of whether the immigration and naturalization act specifies a timeframe for action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: question is whether plaintiffs main ease contains evidence sufficient to permit the trier of fact to draw an inference that the prohibited motive was a substantial factor in the adverse employment decision. In cases involving a reduction in force, the inquiry is highly fact specific. We illustrate by analyzing two polar hypotheti-eals. In the first, an older maintenance employee is laid off when a company shuts down a plant. The older employee could not prevail on an ADEA claim simply because a younger maintenance employee continued to be employed by the company in a similar plant, no matter how identical their responsibilities. The rationale for granting judgment against the older worker would be that no reasonable trier could find that the shutting down of a plant was motivat r.1995) (<HOLDING>). We emphasize, however, that similarity of Options: A. holding that the plaintiff made out a prima facie case of age discrimination based upon a showing that she was a member of the protected group she was qualified and capable of doing her job she was discharged and that her manager called her old woman thus evincing agebased animus sufficient to demonstrate discriminatory intent B. holding age discrimination claim barred C. holding that to make out the fourth element of a prima facie case of sex discrimination plaintiff must prove that males remained in similar positions and similarly for age discrimination that she was otherwise discharged because of her age D. holding that adea plaintiff had failed to make a prima facie case of age discrimination when he was replaced by someone only two years younger and within the protected age group and there was no other evidence of age discriminatory motive E. holding that if the plaintiff makes out a prima facie case of age discrimination the employer must show that the discharge was based on reasonable factors other than age and if the employer meets that burden the plaintiff must show that age was a determining factor in the discharge

assistant: The best answer is C. holding that to make out the fourth element of a prima facie case of sex discrimination plaintiff must prove that males remained in similar positions and similarly for age discrimination that she was otherwise discharged because of her age
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.

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: (i) The Borrower is not an entity deemed to hold “plan assets” within the meaning of ERISA or any regulations promulgated thereunder of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan within the meaning of Section 4975 of the Code, and (ii) the execution of this Agreement and the transactions contemplated hereunder do not give rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

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: trial court’s original order. However, because of the timely filing of a motion for rehearing, subsequently denied, the mandate did not issue in the original appeal until after the trial court entered its amended order. The trial court lacked jurisdiction to enter the amended order because the defendant’s appeal involving the same rule 3.800(a) motion was pending in this court and the trial court had not sought leave of court to enter an amended order. See Fla. R.App. P. 9.600. As the trial court was without jurisdiction to enter the amended order, it was a nullity. Cf. Tellas v. State, 811 So.2d 756 (Fla. 1st DCA 2002). Importantly, if we were to rule on the merits of the trial court’s amended order, our decision would also be a nullity. See Daniels v. State, 712 So.2d 765 (Fla.1998)(<HOLDING>). Accordingly, we vacate the amended order Options: A. holding that the district court had jurisdiction to order restitution of award overturned on appeal even in the absence of a remand from the appellate court B. holding that when the district court dismissed rather than transferred a case not within its jurisdiction and a party appealed that dismissal the circuit court could consider only the propriety of the dismissal on appeal and determining that the circuit court lacked jurisdiction on appeal to consider the merits of the action C. holding that a district court may award attorneys fees while the merits are on appeal D. holding that since district court of appeal properly found that the trial court lacked jurisdiction to rule on a 3850 motion during the pendency of a direct appeal the district court of appeal should have vacated the order rather than affirming on the merits E. holding that the appellate court had jurisdiction to hear the interlocutory appeal on a restraining order and the district court retained jurisdiction to proceed with the trial

assistant: The best answer is D. holding that since district court of appeal properly found that the trial court lacked jurisdiction to rule on a 3850 motion during the pendency of a direct appeal the district court of appeal should have vacated the order rather than affirming on the merits
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: For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The exercise of the Options will result in taxable income to Grantee, subject to withholding, and Grantee (or Grantee’s legal representative in the event of death) shall be solely responsible for all tax consequences that result from the exercise of the Options, as well as any subsequent sale of the Shares received upon exercise of the Options. Grantee (or Grantee’s legal representatives in the event of death) shall pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is r equired to withhold with respect to the exercise of the Options.

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 legal provision and list the applicable contract clause categories. Provision: The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Person under the Purchase and Contribution Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II) LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred Mirror Units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

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 case excerpt and choose the best holding from the options. Case excerpt: rail passenger service. Yet, in the case before us, it is evident that the conveyance to Amtrak was one in form only, a necessary formality in consummating a scheme whose purpose was to effect a transfer of B & M's property not to Amtrak, but to Central Vermont. In sanctioning that scheme, the Commission ignores the principle that the condemnation power is to be strictly construed to encompass only what is conferred by statute. See United States v. Carmack, 329 U.S. 230, 243 n. 13, 67 S.Ct. 252, 258 n. 13, 91 L.Ed. 209 (1946) (utility’s condemnation power limited to those powers “expressed or necessarily implied”); Final Decision, 4 I.C.C.2d at 811 (Gradison, Ch., dissenting); see also National R.R. Passenger Corp. v. Two Parcels of Land, 822 F.2d 1261, 1264-65 & n. 3 (2d Cir.) (<HOLDING>), cert. denied, 484 U.S. 954, 108 S.Ct. 347, 98 Options: A. holding that under leedom v kyne jurisdiction exists over challenges addressed to the very existence of board power as opposed to its exercise of that power B. holding amtraks condemnation power to be of the more limited statutory variety as opposed to the broader sovereign power of eminent domain C. holding that unless that power is restricted by the principal an agent under a california statutory healthcare power of attorney has the power to execute applicable admission forms including arbitration agreements D. holding that a statutory remedy does not preempt common law remedies against a nonsovereign entity vested with the power of eminent domain unless the statute expressly or by necessary implication so provides E. holding that the recognition power is not limited to a determination of the government to be recognized but rather includes the power to take actions without which the power of recognition might be thwarted

assistant: The best answer is B. holding amtraks condemnation power to be of the more limited statutory variety as opposed to the broader sovereign power of eminent domain
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: supervisors could not have retaliated against him unless they had knowledge of his protected activity. To survive summary judgment, however, Jones needn’t provide direct evidence that his supervisors knew of his protected activity; he need only offer circumstantial evidence that could reasonably support an inference that they did. And we have repeatedly recognized that the precise kind of evidence Jones has offered — that “the employer had knowledge of the employee’s protected activity, and the adverse personnel action took place shortly after that activity” — is “adequate to permit an inference of retaliatory motive,” at least at the prima facie stage. Holcomb v. Powell, 433 F.3d 889, 903 (D.C.Cir.2006) (internal quotation marks and alteration omitted, emphasis added); see also id. (<HOLDING>); Rochan v. Gonzales, 438 F.3d 1211, 1220 Options: A. holding that a oneday time period between the employees complaint and her supervisors recommendation to fire her was sufficient B. recognizing temporal proximity when employee traded correspondence with unidentified senior agency personnel around the time that her supervisors allegedly retaliated against her C. holding that the plaintiffs evidence of pretext which included but was not limited to her supervisors statement that she had enough of the plaintiff going to her supervisor about her was not sufficient to preclude summary judgment D. holding that allegations that employees supervisors yelled at her told her she was a poor manager and gave her poor evaluations chastised her in front of customers and once required her to work with an injured back were insufficient to state title vii claim E. recognizing temporal proximity as important factor

assistant: The best answer is B. recognizing temporal proximity when employee traded correspondence with unidentified senior agency personnel around the time that her supervisors allegedly retaliated against her
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Term Loans, the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes of the Borrower and its Subsidiaries, including the financing of working capital needs, the repayment of Indebtedness of the Borrower (including Indebtedness under the Existing Credit Agreement) and its Subsidiaries and acquisitions and other Investments permitted by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Buyers and the Deposit Escrow Agent, as applicable, shall be entitled to deduct and withhold from amounts otherwise payable under this Agreement, all amounts as are required to be deducted or withheld from such amounts under the Code, the rules and regulations promulgated thereunder, or any other provision of U.S. federal, state, local or foreign Tax or other Law. Any such withheld amounts shall be (i) timely paid or remitted to the applicable Governmental Authority, and (ii) treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement represents the entire understanding of the parties hereto with respect to the matters set forth herein and supersedes any prior understandings or agreements between the parties with respect thereto. The terms and provisions of this Agreement may not be modified or amended except in a writing signed by both parties. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

assistant: Entire Agreements
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: CURIAM: Roderick L 8, 285-86 (4th Cir.2005) (<HOLDING>). Moreover, Lattimore did not challenge any Options: A. holding that application of career offender enhancement falls within exception for prior convictions where facts are undisputed making it unnecessary for district court to engage in further fact finding about prior convictions B. holding that nature and occasion of offenses are facts inherent in convictions and those facts need not be alleged in indictment or submitted to jury C. holding that fact of prior conviction is not subject to booker requirements that convictions cannot be severed from their essential components including the integral facts such as the statutory violation and date of offense and that these facts are inherent to convictions not extraneous to them D. holding that prior convictions could not be severed from their essential components and these components include integral facts such as the statutory violation and date of offense therefore these facts were inherent to convictions not extraneous to them E. holding that prior convictions could not be severed from their essential components such as separateness location and dates of of fenses and that therefore no finding of fact is made with respect to these inherent facts

assistant: The best answer is E. holding that prior convictions could not be severed from their essential components such as separateness location and dates of of fenses and that therefore no finding of fact is made with respect to these inherent facts
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 Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Arizona, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Arizona or in the federal courts located in the State of Arizona. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

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: You agree that upon the reasonable request of the Company or its Affiliates following the Separation Date, you shall use reasonable efforts to assist and cooperate with the Company or its Affiliates in connection with the defense or prosecution of any claim that may be made against or by the Company or its Affiliates, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company or its Affiliates, including any proceedings before any arbitral, administrative, regulatory, judicial, legislative or other body or agency. You will be entitled only to reimbursement for any reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance.

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: you understand and agree that you may be exposed to content that might be offensive , illegal , misleading , or otherwise inappropriate , none of which snap group limited , snap inc. , nor their affiliates will be responsible for .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 7.1.3 any terms and conditions included in your listing , in particular in relation to cancellations , must not conflict with these terms or the cancellation policy you have selected for your listing .

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: of August 3, 1993 and AffiRM the remainder of the decision. 1 . The district court entered judgment on July 16, 1993, and amended this judgment on August 3, 1993, prior to both this court’s decision in Mojica v. Gannett Co., 7 F.3d 552 (7th Cir.1993) (en banc) (decided on September 27, 1993) and the Supreme Court’s decision in Landgraf v. USI Film Products, - U.S. -, 114 S.Ct. 1483, 128 L.Ed.2d 229 (1994) (establishing that the 1991 Act’s jury trial provisions do not apply retroactively). 2 . Indeed, while it may have been the case, it cannot be conclusively determined from the record that the Magistrate Judge notified the parties prior to trial that he intended to convene an advisory jury under Rule 39(c). In this regard, we acknowledge the approach o 29 F.3d 821, 827 (2d Cir.1994) (<HOLDING>). Since this issue is not directly before us, Options: A. recognizing that the applicant received notice from the plea form even though such notice was not required B. recognizing that such notice is preferable rejecting a per se rule of notice and requiring instead that the complaining party show demonstrable prejudice C. holding such agreements to be per se illegal D. holding that per se statutory rule is not permissible under fourth amendment E. holding that notice to supervisor is notice to city

assistant: The best answer is B. recognizing that such notice is preferable rejecting a per se rule of notice and requiring instead that the complaining party show demonstrable prejudice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: power to determine whether claimants to a share of decedent’s stock in a Native American Corporation are adopted children. Calista Corp. v. Mann, 564 P.2d 53, 57-58 (Alaska 1977). The Alaska court also, in Ollestead v. Native Village of Tyonek, 560 P.2d 31 (Alaska), cert. denied, 434 U.S. 938, 98 S.Ct. 426, 54 L.Ed.2d 297 (1977), held state courts were without jurisdiction to determine whether claimants to oil royalties were members of a Native Village. In Comenout v. Burdman, 84 Wash.2d 192, 525 P.2d 217 (1974), the court held that jurisdiction under Public Law 280 existed to terminate the parental rights of reservation Indians. See also In re Adoption of Buehl, 87 Wash.2d 649, 555 P.2d 1334 (1976); Duluth Lumber and Plywood Co. v. Delta Development, Inc., 281 N.W.2d 377 (Minn. 1979) (<HOLDING>). Voorhees v. Spencer, 89 Nev. 1, 504 P.2d 1321 Options: A. holding that the wisconsin supreme court did not unreasonably apply clearly established federal law in determining that public law 280 conferred civil jurisdiction to the state of wisconsin to commit burgess an enrolled member of an indian tribe as a sexually violent person B. holding that state failed to assume even partial jurisdiction in compliance with public law 280 C. holding that pursuant to amended public law 280 a tribe must consent to state court civil jurisdiction over actions arising against member indians in indian country D. holding the existence of jurisdiction in state courts to hear a dispute by a materials supplier against a contractor in an indian housing agency under the authority of public law 280 E. holding that state has no jurisdiction over civil suit by nonindian against indian where cause of action arises on indian reservation

assistant: The best answer is D. holding the existence of jurisdiction in state courts to hear a dispute by a materials supplier against a contractor in an indian housing agency under the authority of public law 280