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: imply that the claims’ “ ‘controls’ are effective in the face of the attacks identified in the Big Book.” Finally, as an intuitive and legal matter, the Court is wary of reading into claims a limitation that is not expressly there. As InterTrust correctly notes, “[s]pecifica-tions teach. Claims claim.” SRI Int’l v. Matsushita Elec. Corp. of Am., 775 F.2d 1107, 1121 n. 14 (Fed.Cir.1985). With its global construction argument, Microsoft is not asking for construction of a term; it is asking for wholesale importation of a term that is present in only one of the claims at issue. In the absence of substantial justification for Microsoft’s position, the Court is disinclined to take such a drastic step. See Comark Communications, Inc. v. Harris Corp., 156 F.3d 1182, 1186-87 (Fed.Cir.1998) (<HOLDING>). For all of these reasons, the Court CONSTRUES Options: A. holding that claims are not to be interpreted by adding limitations appearing only in the specification B. holding improper reading into claims a limitation appearing only in the specification C. holding that courts must not import limitations from the specification into the claim D. holding that limitations from the specification should not be read into the claims E. holding that claims that contradicted the specification were invalid as indefinite

assistant: The best answer is B. holding improper reading into claims a limitation appearing only in the specification
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: information regarding his substantial limitations and what accommodations he might need. Plaintiff does not dispute that he declined to complete the accommodation form. Instead, he acknowledges that he protested that the form was “not appropriate” and “unrelated to his need for reasonable accommodation.” PI. Resp. To Dfts. CSF, Para. 6 (citation omitted). As already noted, plaintiff also has acknowledged that defendants permitted employees to avoid completing the form by choosing to provide defendants “with written documentation from [a] doctor setting forth the ... disability [at issue], its substantial limitations, and the job modification needed to accommodate those substantial limitations.” Id., Paras. 6-7 (admitting Dfts. CFS, etardation, & Hosps., 10 F.3d 17, 23 (1st Cir.1993) (<HOLDING>). Far from being “unnecessary,” defendants’ Options: A. holding that jury could plausibly have found that plaintiff had a physical impairment based on her own testimony and the testimony of an expert who stated that her morbid obesity was the result of a physiological disorder B. holding that expert testimony was not necessary in a case involving allegations that a senior living center was negligent for failing to install a fire sprinkler system C. holding that counsel was deficient for failing to consult an expert and present expert testimony about the physiological effect of toxic chemical exposure on defendants brain D. holding that a jury may conclude that morbid obesity constitutes a disability in cases in which the plaintiff presents expert testimony that the morbid obesity at issue is a physiological disorder involving a dysfunction of both the metabolic system and the neurological appetitesuppressing signal system capable of caus ing adverse effects within the musculoskeletal respiratory and cardiovascular systems E. holding expert testimony was not required where jury is capable of determining existence of duty

assistant: The best answer is D. holding that a jury may conclude that morbid obesity constitutes a disability in cases in which the plaintiff presents expert testimony that the morbid obesity at issue is a physiological disorder involving a dysfunction of both the metabolic system and the neurological appetitesuppressing signal system capable of caus ing adverse effects within the musculoskeletal respiratory and cardiovascular systems
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: interest.” Gustafson, 290 F.3d at 908 (quotations omitted); see also Metzger, 367 F.3d at 702; Kokkinis, 185 F.3d at 844. Deputy Schuh’s own testimony reinforces this conclusion. The undisputed facts, based on Schuh’s deposition, state the following: Schuh believed that Sheriff Clarke’s “inspirational message” was challenging his courage to perform his job; Schuh wrote his article to question Clarke’s courage in return; Schuh was responding to the quote on the roll-call board and intended to make a sarcastic comment about Clarke; and Schuh wrote the article to “throw back at him what he threw at us.” We can find no evidence in the record that supports plaintiffs’ contention that Deputy Schuh had anything but a personal motive for making his statement. Cf. Chaklos, 560 F.3d at 713-14 (<HOLDING>). Our case law supports our determination. The Options: A. recognizing the need to balance the states interest in fulfilling its responsibilities to the public the extent to which the speech in question involves a matter of public concern and the manner time place and context of the speech B. holding that if the speech in question does not address a matter of public concern there is no first amendment violation C. holding that the absence of a motivating desire to address a matter of public concern was not dispositive as to whether the speech addressed a matter of public concern D. holding that when a person reports cases of possible patient abuse that speech is a matter of public concern E. holding that speech addressing a private interest within a letter containing matters of public interest was protected and noting that we have emphasized that speech of public importance is only transformed into a matter of private concern when it is motivated solely by the speakers personal interests quotations omitted

assistant: The best answer is E. holding that speech addressing a private interest within a letter containing matters of public interest was protected and noting that we have emphasized that speech of public importance is only transformed into a matter of private concern when it is motivated solely by the speakers personal interests quotations omitted
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: alcohol user and denied HCV treatment because of that claimed disability based on the ASAT Requirement. Defendants contend plaintiff is not disabled within the meaning of the statute. 1. Capacity First, any claim against Dr. Wright in his individual capacity must be dismissed because Section 504 does not provide for individual capacity suits against state officials. Garda, 280 F.3d at 107; 29 U.S.C. § 794(a) (statute’s non-discrimination requirements only apply to entities receiving federal funds). As for the claim against Dr. Wright in his official capacity and DOCCS, it is well-established that sovereign immunity has been validly abrogated under Section 504 and the claim may proceed subject to the analysis below. See, e.g., Degrafinreid v. Ricks, 417 F.Supp.2d 403, 414 (S.D.N.Y.2006) (<HOLDING>). 2. Merits of Section 504 Claim Similar to Options: A. holding that state defendant waived eleventh amendment immunity to a federal claim by removing to federal court B. holding the language of 5518e insufficient as a waiver of eleventh amendment immunity to federal claims in federal court C. holding that the fourteenth amendment was not an unequivocal expression of congressional intent to abrogate states immunity and reversing district courts rejection of new yorks eleventh amendment argument D. holding that the nyshrl does not waive the new yorks eleventh amendment immunity to suit in federal court E. holding that new yorks continued acceptance of federal funds after garrett 531 us 356 121 sct 955 is a knowing relinquishment of its eleventh amendment immunity

assistant: The best answer is E. holding that new yorks continued acceptance of federal funds after garrett 531 us 356 121 sct 955 is a knowing relinquishment of its eleventh amendment immunity
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 Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Option Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.

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: If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations or (b) there occurs any bankruptcy, reorganization, receivership of the Corporation or other proceedings affecting Corporation creditors’ rights and involving a claim under this Certificate of Designations, then the Corporation shall pay the costs incurred by such Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and disbursements.

assistant: Enforcements
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: Jacobs argues that the legislature did not expressly indicate that the 2007 amendments were intended to revive claims that had already become time-barred. But the supreme court has held that where, as here, the legislature has expressed its clear and manifest intent that a statute apply retroactively, the statute also acts to revive claims unless the legislature expresses a contrary intent in the plain language of the statute. See id. at 418. Because nothing in the language of the 2007 amendments indicates that the legislature intended to make the amendments retroactive without also reviving time-barred claims, we hold that the retroactive application of the current version of section 541.051 revives the state’s indemnity claims against Jacobs. See Zimmerman, 749 N.W.2d at 101-04 (<HOLDING>). II. We next address Jacobs’s contention that Options: A. holding no retroactive application B. holding retroactive application C. holding that the act is retroactive D. recognizing that the application of a retroactive amendment is discretionary E. holding that a general contractors claims for contribution and indemnity were revived by the retroactive application of minnstat 541051 supp2007

assistant: The best answer is E. holding that a general contractors claims for contribution and indemnity were revived by the retroactive application of minnstat 541051 supp2007
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 IP Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this IP Agreement will remain in full force, if the essential terms and conditions of this IP Agreement for each party remain valid, binding and enforceable.

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 case excerpt and choose the best holding from the options. Case excerpt: Costantini v. Trans World Airlines, 681 F.2d 1199, 1201 (9th Cir.), cert. denied, 459 U.S. 1087, 103 S.Ct. 570, 74 L.Ed.2d 932 (1982). Considering the FDIC’s concession that the Shields plaintiffs could have brought a proper double derivative suit, it naturally follows that such claims are barred by claim preclusion. Furthermore, the Shields judgment plainly released any and all claims that could be brought against “present and former” officers. See Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1287-88 (9th Cir.) (upholding release of claims that were not alleged), cert. denied sub nom. Hoffer v. City of Seattle, 506 U.S. 953, 113 S.Ct. 408, 121 L.Ed.2d 333 (1992); see also Matsushita Elec. Indus. Co., Ltd. v. Epstein, — U.S. —, —-—, 116 S.Ct. 873, 880-81, 134 L.Ed.2d 6 (1996) (<HOLDING>). V For the foregoing reasons, we affirm the Options: A. holding that a federal court acting under its federal as opposed to diversity jurisdiction may also give greater preclusive effect to a state court judgment than the state courts would give B. holding that a federal court litigant who is forced into state court under pullman may reserve a right to return to federal court in that the plaintiff can preserve the right to the federal forum for federal claims by informing the state court of his or her intention to return following litigation of the state claims in the state court C. holding that state court judgment settling shareholders state and federal claims had preclusive effect in federal court even though shareholders could not have pressed their federal claims in state court D. holding that even though 24 only refers to actions in state court it applies to state claims brought in federal court E. holding that after all federal claims had been dismissed if the district court does decline to exercise supplemental jurisdiction these state claims shall be remanded to state court rather than dismissed because this case was originally filed in state court and removed to federal court

assistant: The best answer is C. holding that state court judgment settling shareholders state and federal claims had preclusive effect in federal court even though shareholders could not have pressed their federal claims in state court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Company Entities have operated in accordance with all applicable Laws with respect to employment and labour in all material respects, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relations and privacy, and there are no current, pending or, to the knowledge of the Company, threatened Proceedings by or before any Governmental Authority with respect to any such matters, except where the failure to so operate would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such coverage amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage with coverage amounts that are at least equal to the aggregate Purchase Price. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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: No waiver by a party of any provision of this Agreement shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision. The exercise by a party of any remedy provided in this Agreement or at law shall not prevent the exercise by that party of any other remedy provided in this Agreement or at law.

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 legal provision and list the applicable contract clause categories. Provision: The term of Rodman’s exclusive engagement will begin on the date hereof and end thirty (30) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rodman’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rodman, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities (other than the Excluded Investors), provided that this shall not prohibit the Company from engaging in discussions with respect to any potential strategic transaction or merger or acquisition, and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Rodman’s engagement hereunder, all inquiries, whether direct or indirect, from prospective investors (other than the Excluded Investors) will be referred to Rodman and will be deemed to have been contacted by Rodman in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering. Notwithstanding anything herein to the contrary, nothing shall prohibit the Company from filing any universal shelf registration statements or one or more registration statements on Form S-8.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received (i) the combined and consolidated balance sheet and statements of operations, changes in members’ equity and partners’ capital and cash flows of the Obligors and their Consolidated Subsidiaries as of and for the fiscal year ended December 31, 2017, reported on by Ernst & Young LLP, independent public accountants, and (ii) the combined and consolidated balance sheet and statements of operations, changes in members’ equity and partners’ capital and cash flows of the Obligors and their Consolidated Subsidiaries as of and for the first three fiscal quarters of 2018.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Award Agreement evidencing the grant of each Award shall set forth the terms and conditions applicable to such Award upon Termination, which shall be as the Committee may, in its discretion, determine at the time the Award is granted or at any time thereafter, and which terms and conditions may include provisions regarding the treatment of an Award in the event of a Termination by reason of a divestiture of any Subsidiary or Division or other assets of the Company or any Subsidiary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During his employment and thereafter, the Company agrees to indemnify and hold the Executive harmless in connection with actual, potential or threatened actions or investigations related to the Executive’s services for, or employment by, the Company and/or its subsidiaries in the same manner as other officers and directors to the fullest extent provided in the Company’s by-laws and to be covered by directors’ and officers’ (“D&O”) insurance to the maximum extent and length of coverage of any other officer or director of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the Registration Statement and the Prospectus, the Company has made all filings, applications and submissions required by, and possesses all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign governmental or regulatory authorities (including, without limitation, the United States Food and Drug Administration (the “ FDA ”), and any other foreign, federal, state, provincial, court or local government or regulatory authorities performing functions similar to those performed by the FDA) necessary for the ownership or lease of its properties or to conduct its business as described in the Registration Statement and the Prospectus (collectively, “ Permits ”), except for such Permits the failure of which to possess, obtain or make the same would not reasonably be expected to have a Material Adverse Effect; the Company is in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and the Company has not received any written notice of proceedings relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course to the extent required. To the extent required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

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 case excerpt and choose the best holding from the options. Case excerpt: SE2d 227) (2008). 2 Roberson v. Leone, 315 Ga. App. 459, 462 (726 SE2d 565) (2012) (punctuation omitted); accord Turner v. Gateway Ins. Co., 290 Ga. App. 737, 739 (660 SE2d 484) (2008). 3 Roberson, 315 Ga. App. at 462 (punctuation omitted); accord Infinity Gen. Ins. Co. v. Litton, 308 Ga. App. 497, 500 (2) (707 SE2d 885) (2011). 4 Roberson, 315 Ga. App. at 462 (punctuation omitted); accord Litton, 308 Ga. App. at 500 (2). 5 Roberson, 315 Ga. App. at 462 (punctuation omitted); accord Clayton v. S. Gen. Ins. Co., 306 Ga. App. 394, 396 (702 SE2d 446) (2010). 6 Couch on Insurance, § 185:87 (3d ed. 2012). 7 First Am. Bank v. First Am. Transp. Title Ins. Co., 759 F3d 427, 432 (III) (5th Cir. 2014); see also Falmouth Nat. Bank v. Ticor Title Ins. Co., 920 F2d 1058, 1063 (II) (1st Cir. 1990) (<HOLDING>); Associated Bank, N.A. v. Stewart Title Guar. Options: A. holding that an insured mortgagees loss under a title insurance policy cannot be measured until the note has not been repaid and the security for the mortgage is shown to be inadequate B. holding that because a mortgage provides the security for the repayment of the note the person having standing to foreclose a note secured by a mortgage may be either the holder of the note or a nonholder in possession of the note who has the rights of a holder C. holding that a mortgageeinsureds loss cannot be determined unless the note is not repaid and the security for the mortgage proves inadequate D. holding that a mortgagees loss cannot he measured unless the underlying debt is not repaid and the security for the mortgage proves inadequate E. holding that the note and the mortgage must coexist to give the mortgage validity

assistant: The best answer is C. holding that a mortgageeinsureds loss cannot be determined unless the note is not repaid and the security for the mortgage proves inadequate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the modified version of the terms ( the `` modified terms '' ) will be posted at https://www.youtube.co.uk/t/terms or made available within the service ( for any modified additional terms ) .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 330 (noting that in order to uphold the Commission’s findings under the substantial evidence standard, we "determine whether the agency has adequately explained how it derived its conclusion and whether that conclusion is reasonable on the basis of the record”). 7 . The dissent asserts that the record is inadequate to support the Commission’s consider ation of the factors leading to its exigent circumstances determination. As we indicated in Reserve Mining, the burden is on the appellant to establish that the Commission’s findings are not supported by the evidence in the record. 256 N.W.2d at 824-27. Minnesota Power makes no claim that the factors considered by the Commission or the Commission’s findings are not supported by the record. Rather 3-44, 246 N.W.2d 455, 457-58 (1976) (<HOLDING>). Further, the Commission’s decision is Options: A. holding that even when there is a conflict of evidence before the commission and the evidence was such that the commission could have reasonably reached a contrary decision the commissions decision was not arbitrary and capricious B. holding that evidence contrary to an administrators decision does not make the decision arbitrary and capricious so long as a reasonable basis appears for the decision C. holding that the citys decision was arbitrary and capricious when it was contrary to the evidence and based solely on speculation arising from prior unrelated acts D. holding that when the agencys decision was based on an erroneous and completely unsupported assumption the decision was arbitrary and capricious E. holding the court will not disturb the decision of the abcmr unless it was arbitrary capricious contrary to law or unsupported by substantial evidence

assistant: The best answer is C. holding that the citys decision was arbitrary and capricious when it was contrary to the evidence and based solely on speculation arising from prior unrelated acts
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 counterparts, each of which will be deemed an original, but all of which together will constitute one agreement. If you are in agreement with the foregoing, please sign where indicated below, whereupon this Agreement shall become effective as of the Effective Date.

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: There is no Action that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) that could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. None of the Company or any director or officer (in his or her capacity thereof), is or has been during the ten-year period prior to the date hereof the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Parties shall pay all of its expenses incident to this Letter of Intent, the Purchase Agreement and consummation of the transactions contemplated hereby and thereby. The Parties each represent and warrant that there are no brokerage or finder's fees which are or will be payable in connection with the Acquisition.

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 Company shall, as promptly as possible, and in any event by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other public disclosures with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such Form 8-K nor otherwise make any such public statement without the prior consent of the Company, with respect to any public disclosure of any Purchaser, or without the prior consent of each Purchaser, with respect to any public disclosure of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. The Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity
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: is-not that the affidavit fails to “articulate ... the basis for [Brannan’s] belief’ or that it was merely “eonelusory.” Kelly, 21 F.3d at 1555. Rather, the court understands the Plaintiffs to be saying that Brannan intentionally falsified, or recklessly made, his affidavit so that it does, on its face, establish probable cause. Cases which have discussed the arguable probable cause standard have not been concerned with alleged lies by the affiant officer. In Lowe, for example, there was “no dispute as to the facts in the possession of [the defendant police officers] at the time of the issuance of the search warrants.” Id. at 1569. The question was whether those facts constituted arguable probable cause to pursue a warrant against the Plaintiffs. Id.; see also Swint, 51 F.3d at 996 (<HOLDING>). Plaintiffs have not even attempted to show Options: A. holding that there was not arguable probable cause to conduct extensive searches on night club and its patrons where only evidence was of one patron selling drugs B. holding that qualified immunity applies only if an officer had arguable probable cause to arrest C. holding that search warrant for tavern and its bartender did not permit body searches of all bars patrons D. holding that consent searches do not require probable cause to justify the search of a home E. holding that detaining club patrons in handcuffs for three hours after subjecting them to strip searches and warrant checks was unlawful

assistant: The best answer is A. holding that there was not arguable probable cause to conduct extensive searches on night club and its patrons where only evidence was of one patron selling drugs
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to any Person in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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: If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments (including relating to the Stock, other securities, cash or other consideration which may be acquired upon vesting of the Restricted Stock Units) that it deems necessary to the number and class of securities subject to the Restricted Stock Units and any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

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 Ground Lease or a memorandum of the Ground Lease has been duly recorded. The Ground Lease permits the interest of Borrower to be encumbered by a mortgage. There have not been amendments or modifications to the terms of the Ground Lease since its recordation, with the exception of written instruments which have been recorded. The Ground Lease may not be canceled, surrendered or modified without prior written notice given to Lender and any such action without such prior written notice shall not be binding on Lender.

assistant: Modifications
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 obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

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: The Seller and Purchaser agree that, from time to time, whether before, at or after the Closing, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchaser of the Shares held by or in the name of the Seller.

assistant: Further Assurances
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: Purchaser is not an “employee benefit plan,” as defined in Section 3(3) of ERISA. None of the transactions contemplated herein (including those transactions occurring after the Closing) shall constitute a “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, which transaction is not exempt under Section 4975(d) of the Code or Section 408 of ERISA.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 426 U.S. 310 96 S.Ct. 2616 48 L.Ed.2d 658 The OMAHA NATIONAL BANKv.NEBRASKANS FOR INDEPENDENT BANKING, INC., et al. No. 75-1382. Supreme Court of the United States June 7, 1976 On petition for writ of certiorari to the United States Court of Appeals for the Eighth Circuit. PER CURIAM. 1 From the time petitioner Omaha National Bank sought approval from the Regional Administrator of National Banks of its drive-in/walk-in facility until after the en banc decision of the Court of Appeals, Nebraska law permitted a state-chartered bank to operate one 'attached auxiliary teller office' and not more than two 'detached auxiliary teller offices.' Neb.Rev.Stat. § 8-157(2) (1974). The two types of 'auxiliary teller offices' were defined in Nebraska Department of Banking Reg. § 8-157-01 (1970). The Court of Appeals found it 'abundantly clear' that a state bank situated like Omaha National would not be permitted to operate the added facility, and ruled that under 12 U.S.C. § 36, see First Nat. Bank v. Dickinson, 396 U.S. 122, 135, 90 S.Ct. 337, 24 L.Ed.2d 312 (1969), the facility was a branch which the bank was not permitted to operate. 530 F.2d 755, 762 (CA8 1976). 2 Since the en banc decision, § 8-157(2) has been amended by Legislative Bill 763, approved by the Governor on March 11, 1976, to redefine 'auxiliary teller' facilities which state banks may operate. It appearing that this amendment, which will become effective in July 1976, may have a substantial bearing on the outcome of this case, the petition for certiorari is granted, the judgment of the Court of Appeals is vacated, and the case is remanded to the Court of Appeals for reconsideration in light of Legislative Bill 763. 3 So ordered. 4 Order and opinion on remand, 539 F.2d 673 and 423 F.Supp. 519.

assistant: 9
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: investigators. The immediate goal of the FBI was to secure documents relevant to a criminal investigation that could be admissible in subsequent criminal prosecutions. The federal investigators were involved at every step of the search. Federal investigators initiated the search of the HRC offices. The agents directed the search and had HRC employees point out offices and work areas relevant to the subpoena which they then proceeded to search. Additionally, the FBI secured the building over the weekend and did not allow HRC employees access to their offices. The extensive involvement of the federal agents did not make the search of Jones’ office a routine file retrieval case under O’Connor. See Ferguson v. City of Charleston, 532 U.S. 67, 84, 121 S.Ct. 1281, 149 L.Ed.2d 205 (2001) (<HOLDING>). Ill The government also appeals the district Options: A. holding that alleged misconduct by public officials particularly by law enforcement officials is matter of public concern B. holding that consensual suspicionless searches of government employees personal belongings in the workplace were searches even though refusal to consent carried no criminal penalty and the searches were not for law enforcement purposes C. recognizing that hawaii law does not allow parnar claims where the public policy at issue is contained in a statute that provides a remedy for violations of that policy D. holding that the irs has a law enforcement purpose in the context of a criminal tax investigation E. holding that the extensive involvement of law enforcement officials at every stage of the drug testing policy administered by the hospital did not allow the policy to fall within the special needs doctrine which has been used to uphold suspicionless searches performed for reasons unrelated to law enforcement

assistant: The best answer is E. holding that the extensive involvement of law enforcement officials at every stage of the drug testing policy administered by the hospital did not allow the policy to fall within the special needs doctrine which has been used to uphold suspicionless searches performed for reasons unrelated to law enforcement
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: Control v. City of Berkeley, 454 U.S. 290, 298, 102 S.Ct. 434, 70 L.Ed.2d 492 (1981) (stating that the risk of corruption in cases involving candidate elections is not present in a popular vote on a public issue). The mere fact that advocacy “may influence the electorate is hardly a reason to suppress it.” City of Berkeley, 454 U.S. at 298, 102 S.Ct. 434 (citation omitted). Because “ballot initiatives do not involve the risk of ‘quid pro quo’ corruption present when money is paid to, or for, candidates,” Buckley v. Am. Constitutional Law Found., Inc., 525 U.S. 182, 119 S.Ct. 636, 648, 142 L.Ed.2d 599 (1999), this Court does not find the anti-corruption interest to being sufficiently important to justify § 11.30’s chilling effect upon free speech. See also, Swaffer, 610 F.Supp.2d at 970 (<HOLDING>). Similarly, the asserted interest in providing Options: A. holding minnesotas patterned sex offender senfence enhancement statute unconstitutional as applied to one defendant and noting our doubts as to whether the statute could ever be constitutionally applied B. holding that the death penalty is unconstitutional as applied to juvenile defendants C. holding that a litigant has standing to challenge the constitutionality of a statute if the law is unconstitutional as applied to that particular litigant D. holding pennsylvania state ethics act unconstitutional as applied to former judges E. holding 1130 to be unconstitutional as applied to the plaintiff

assistant: The best answer is E. holding 1130 to be unconstitutional as applied to the plaintiff
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 and each Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Company and its Subsidiaries taken as a whole , except (other than with respect to the legal existence of the Company) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect ; provided that the foregoing shall not prohibit any transaction expressly permitted under Section 6.04.

assistant: Existence