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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, Borrower may request an Issuing Bank to issue Letters of Credit in Dollars for the account of Borrower or the account of a Subsidiary under the Revolving Facility ( provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary). If at any time there is more than one Issuing Bank hereunder, Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit. The Issuing Banks shall have no obligation to issue, and no Borrower shall request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, (i) the LC Exposure would exceed $35,000,000 or (ii) the Aggregate Revolving Credit Exposures would exceed the lesser of (x) the Total Revolving Credit Commitments and (y) the Borrowing Base. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Borrower to, or entered into by Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Issuing Bank shall be required to issue any Letter of Credit that is not a standby Letter of Credit.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the services are not intended for distribution to , or use by , any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation , or which that would subject under armour or its affiliates to any registration requirement within such jurisdiction or country .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive’s employment terminates during the Term by reason of the Executive’s Disability, this Agreement shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations, and any incentive compensation for the year in which the termination occurs prorated through the Date of Termination and any benefits under such plans, programs, practices and policies relating to disability benefits, if any, as in effect on the Date of Termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had selected a certified union representative and requested a conference with the railroad to negotiate an agreement, the RLA prohibited the railroad from unilaterally imposing a wage plan that would make tips earned by railroad porters a component of their wages. See 315 U.S. at 401-02, 62 S.Ct. 659. The Supreme Court rejected this argument, stating that the “institution of negotiations for collective bargaining does not change the authority of the carrier” to alter working conditions. Id. at 402, 62 S.Ct. 659. The Supreme Court explained that the RLA’s status quo provisions set forth in section 6 and section 2, Seventh “are aimed at preventing changes in conditions previously fixed by collective bargaining agreements.” Id. at 403, 62 S.Ct. 659; see also id. at 400, 62 S.Ct. 659 (<HOLDING>). Further, Williams rejected the union’s Options: A. holding that the claim accrued after the employer denied a request for arbitration as untimely under the collective bargaining agreement B. holding that collective bargaining agreements cannot compel the arbitration of statutory rights C. holding section 6 is phrased so as to leave no doubt that only agreements reached after collective bargaining are covered by the status quo requirements D. holding that agreements other than fullfledged collective bargaining agreements may be contracts within the meaning of 301 E. holding that where a collective bargaining agreements terms are clear but the management has engaged in contrary practice for a number of years the words of the agreement must be enforced

assistant: The best answer is C. holding section 6 is phrased so as to leave no doubt that only agreements reached after collective bargaining are covered by the status quo requirements
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 and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in king county , washington , for all disputes arising out of or relating to these terms or the services that are heard in court ( excluding arbitration and small claims court ) .

assistant: 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: The initial term of this Lease (the “ Initial Term ”) shall be for 10 years commencing on April 1, 2016 (the “ Commencement Date ”). Following the Initial Term the Term of this Lease shall automatically renew for four successive five-year periods (each a “ Renewal Term ”). Lessee may terminate this Lease at the end of the Initial Term or any subsequent Renewal Term by delivering written notice to Lessor, on or before 180 days prior to the end of any such period, that Lessee has elected to terminate this Lease. The Initial Term together with any applicable Renewal Terms shall be referred to herein as the “ Term ”. In addition, at Lessee's option, Lessee may terminate this Lease, by providing written notice to Lessor on or before 180 days prior to the desired termination date, if Lessee ceases to operate the Tanks, or ceases its business operations. In the event of such termination prior to the end of the Term, Lessor shall retain one half of the remaining Rent (as defined below) for the current 12-month rental period as set forth in Section 4.1 below as its sole and exclusive remedy for such early termination and shall refund to Lessee the remaining Rent. In the event the aforesaid Commencement Date shall occur on a date other than the first day of the calendar month, then the Term of this Lease shall be for the number of full lease years plus the number of days remaining in the month in which the Term commences.

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 case excerpt and choose the best holding from the options. Case excerpt: must show: (1) participation in a protected activity; (2) subjection to an adverse job action; and (3) a causal connection between the activity and the adverse action. See Matvia v. Bald Head Island Mgmt., Inc., 259 F.3d 261, 271 (4th Cir.2001). Jones has not forecast evidence showing a causal connection between any protected activity and any adverse action taken by Defendants. Accordingly, Defendants are entitled to summary judgment on this claim. D.Constructive Discharge Jones next alleges constructive discharge, in violation of the ADA and Title VII. These claims fail because Jones cannot show that Defendants took “deliberate” actions to make Jones’s working conditions “intolerable” in an effort to force her to resign. Bristow v. Daily Press, Inc., 770 F.2d 1251, 1255 (4th Cir.1985) (<HOLDING>); Martin v. Cavalier Hotel Corp., 48 F.3d 1343, Options: A. holding that the employers willingness to accommodate the employee undercut the employees claim of constructive discharge B. holding that the employers discharge of the plaintiff four months after the plaintiff filed a discrimination claim is insufficient to establish a prima facie case of retaliatory discharge C. holding that constructive discharge may qualify as a tangible employment action depriving employer of right to assert affirmative defense when a supervisors official act precipitates the constructive discharge D. recognizing that a constructive discharge claim and a hostile work environment claim are not equivalent because a constructive discharge claim imposes a higher standard E. holding that plaintiff alleging constructive discharge must prove deliberateness of the employers action and intolerability of the working conditions

assistant: The best answer is E. holding that plaintiff alleging constructive discharge must prove deliberateness of the employers action and intolerability of the working conditions
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: negligence was a substantial factor in bringing about his injury and was a factor without which no harm would have been incurred. Excel Corp. v. Apodaca, 81 S.W.3d 817, 820 (Tex.2002). “ ‘The word “substantial” is used to denote the fact that the defendant’s conduct has such an effect in producing the harm as to lead reasonable men to regard it as a cause, using that word in the popular sense, in which there always lurks the idea of responsibility, rather than in the so-called “philosophic sense,” which includes every one of the great number of events without which any happening would not have occurred.’ ” Union Pump Co. v. Allbritton, 898 S.W.2d 773, 776 (Tex.1995) (quoting Lear Siegler, Inc. v. Perez, 819 S.W.2d 470, 472 (Tex.1991)). The test for fore ex.App.-Tyler 2000, no pet.) (<HOLDING>). Because we hold that only a non-use of Options: A. holding that ttca does not waive immunity from suit for claim whose substance is that patients death was caused by hospital staffs failure to restrain patient after having learned that he was suicidal B. holding that claim based on failure to restrain inmate by handcuffing or shackling was allegation of nonuse of property for which ttca did not waive immunity C. holding that errors in medical judgment do not provide waiver of immunity under ttca D. holding that ttca did not waive immunity for claim based on failure properly to evaluate and to restrain patient who was assaulted by fellow patients after exiting unlocked door E. holding that failure to lock door through which patient escaped and later drowned was nonuse of property for which ttca did not waive immunity

assistant: The best answer is E. holding that failure to lock door through which patient escaped and later drowned was nonuse of property for which ttca did not waive 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 case excerpt and choose the best holding from the options. Case excerpt: (“We are of the view that those actions having an intimate bearing on the duties normally assigned to the office of employment, even though'usurped or misused, must be considered as falling within the meaning of the term ‘scope of employment.’ ”). The second and third criteria, however, are not satisfied. As to the second, Moussa acted outside the time and place limits of his employment with the City. When-the altercation broke out, Moussa was off-duty and well outside the Chicago Police Depart- merit’s jurisdiction—the DuPage County courthouse is more than 20 miles outside the Chicago- city limits—attending to a family matter on his personal time. The fact that Moussa was off-duty cuts against Anderson, see Rivera v. City of Chicago, 2005 WL 2739180, at *6 (N.D. Ill. Oct. 24, 2005) (<HOLDING>), although off-duty status standing alone is Options: A. holding that officers decision regarding route and speed to travel in responding to allpoints bulletin was discretionary B. holding that an officers conduct fell outside time and space limits where he was offduty on the date in question and not responding to an emergency C. holding that an offduty officers assertion to bystanders that he was on the job at the scene of a car accident did not place him within the scope of employment D. holding as a matter of law that an offduty government agent was not acting within the scope of his employment when he was driving home intoxicated after completing his tour of duty because on no basis would the court conclude that drinking and driving after work hours fell within the scope of the dea agents employment E. holding that an allegation as to the time of the offense is not an essential element of the offense charged in the indictment and within reasonable time limits proof of any date before the return of the indictment and within the statute of limitations is sufficient

assistant: The best answer is B. holding that an officers conduct fell outside time and space limits where he was offduty on the date in question and not responding to an emergency
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: plans that entail ongoing or periodic payment schemes. See Fort Halifax, 482 U.S. at 12, 107 S.Ct. 2211; Belanger, 71 F.3d at 455-56; Simas, 6 F.3d at 853. While it is true, as Nadworny argues, that Shaw’s and Albertson’s obligations under the severance agreement constitute a one-time, lump sum payment of benefits, as in other cases where the courts have determined that ERISA does not preempt a state law, Pl.’s Mem. at 6-7, several of the cases Nadworny cites in support of his argument are distinguishable from his own case. The holdings in O’Connor, Rodowicz, and Belanger for instance, were decided under different facts; in those cases, the employers offered early retirement packages indiscriminately to their employees as a means of encouraging attrition. O’Connor, 251 F.3d at 268-69 (<HOLDING>); Rodowicz, 192 F.3d at 166 (upholding district Options: A. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed B. holding em ployers retirement incentive package that mechanically calculated and offered to a broad class of employees indiscriminately did not implicate erisa C. holding that serial offer of retirement plans did not implicate erisa D. holding onetime retirement incentive package was purely automatic and nondiscretionary and thus not under the rubric of erisa E. holding that retirement benefits are accrued benefits under erisa

assistant: The best answer is B. holding em ployers retirement incentive package that mechanically calculated and offered to a broad class of employees indiscriminately did not implicate erisa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Holder hereby represents and warrants to TPB that it owns beneficially and exclusively of record and has good, valid and marketable title to the Warrant set forth opposite such Holder’s name on Schedule 1 free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to sell, transfer and deliver such Warrant, and such Holder does not own, directly or indirectly, any warrants to purchase common units of Intrepid other than such Warrant.

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: Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to the Collateral, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended under Section 7.1(d) and so long as the replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness).

assistant: Liens
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: also Cohen v. Transcon. Ins. Co., 262 A.D.2d 189, 693 N.Y.S.2d 529, 531 (1999). Here, the evidence was undisputed that the tender was conditioned upon the signing of a release as to all claims and not merely a release of the claim for the amount offered to be paid under the stock redemption agreement. Although Mr. Ismark was ultimately unsuccessful in his claim that additional amounts were due to him under the various agreements, W.G. Mills’ offer of payment did not qualify as a tender because it was conditioned upon Mr. Is-mark’s release of all claims. Mr. Ismark was thus entitled to prejudgment interest on the amount that W.G. Mills acknowledged was due under the stock redemption agreement. See RDR Computer Consulting Corp. v. Eurodirect, Inc., 884 So.2d 1053, 1055 (Fla. 2d DCA 2004) (<HOLDING>). We therefore reverse that portion of the Options: A. holding that where the amount of damages was the primary issue in dispute the plaintiffs claim for damages was not liquidated until the date the jury returned its verdict and the plaintiffs are not entitled to prejudgment interest under ksa 16 201 B. holding that prejudgment interest should not be added to damages awarded for misrepresentation because the amount of damages were not liquidated or ascertainable before the verdict C. holding that as a matter of law claimant was entitled to an award of prejudgment interest on damages that were liquidated as of a date certain citing argonaut ins co v may plumbing co 474 so2d 212 fla1985 D. holding prayer for general relief does not support award of commonlaw prejudgment interest as element of damages E. recognizing general rule that prejudgment interest may be awarded in claims for liquidated amounts

assistant: The best answer is C. holding that as a matter of law claimant was entitled to an award of prejudgment interest on damages that were liquidated as of a date certain citing argonaut ins co v may plumbing co 474 so2d 212 fla1985
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: argument by claiming further that the First Amendment prohibits only categorical exclusions, such as those based on race or sex, during the nominating phase. We disagree. Below we explain why the First Amendment applies to the nominating phase, describe the scope of protection that it guarantees to voters and candidates, and conclude that the District Court applied the proper standard on the facts of this case. 1. The First Amendment’s Guarantee of Freedom of Association Applies to New York’s Judicial Nominating Process It is true, as defendants contend, that “the processes by which political parties select their nominees are [not] ... wholly public affairs that States may regulate freely.” Cal. Democratic Party v. Jones, 530 U.S. 567, 572-73, 120 S.Ct. 2402, 147 L.Ed.2d 502 (2000) (<HOLDING>). But the fact that a political party’s Options: A. holding that a political party chairman had standing to appeal a district court decision striking down state election laws even though the state board of elections had decided against appealing B. holding that a state may not condition voting in state elections on payment of a tax C. holding that the right to vote is fundamental D. holding that state may not compel political party to allow nonmembers to vote in its primary elections E. recognizing that a board of elections is not a political subdivision and its members are not county officers

assistant: The best answer is D. holding that state may not compel political party to allow nonmembers to vote in its primary elections
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 agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. I also agree to cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while I was employed by the Company. Any cooperation pursuant to this Section 3 is subject to the Company’s obligation to (i) reimburse me for any expenses incurred during activities reasonably performed at the Company’s request pursuant to this Section 3, subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate me at a daily rate equal to the sum of my annual base salary as of my separation from employment and my “Target Variable Cash Compensation”, each as defined in the Employment Agreement, divided by 365 to the extent that I reasonably expend any time in performing activities at the Company’s request pursuant to this Section 3 at any time more than two years after my separation from employment; provided that I acknowledge that I shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

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: Any representation or warranty of the Borrower made in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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

user: 4.1. Notwithstanding clause 3.1 of this Agreement, the Receiving Party may disclose the Confidential Information: b) as may be required by an order of any court of competent jurisdiction or governmental body in which case the Receiving Party shall, to the extent permitted by law, use reasonable endeavours to provide the Disclosing Party with prompt written notice of any such requirement prior to any disclosure so that the Disclosing Party may seek a protection order or other appropriate remedy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of Executive and the Company, and any parents, subsidiaries, affiliated companies, successors, or assigns of the Company, but otherwise shall not be for the benefit of any third parties.

assistant: Assignments
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: satisfy the “extra-element” test and so is equivalent to CoStar’s claim under the Copyright Act. Accordingly, it is preempted. The determination of whether CoStar’s remaining state claims are preempted similarly turns on whether they arise solely from copying or whether they require additional elements. CoStar characterizes its unjust enrichment claim as based not on the copyright infringement, but rather upon misattribution of source arising from its Lanham Act claims. Paper no. 94, at 36. In Wharton, however, the court held that the plaintiffs claim of unjust enrichment was preempted by the Copyright Act because it “concerns the central allegation that Defendants plagiarized his copyrighted screenplay.” Wharton, 907 F.Supp. at 146; see also American Movie Classics, 922 F.Supp. at 934 (<HOLDING>). CoStar seeks to distinguish the present case Options: A. holding that declaratory judgment and unjust enrichment claims were preempted notwithstanding that plaintiff did not assert a copyright claim B. holding that walsh does not support plaintiffs assertion that they need not allege any actual injury to bring an unjust enrichment claim C. holding that conversion and unjust enrichment claims were preempted by the copyright act since they were not qualitatively different from a copyright claim because they contained no extra element beyond those necessary to show copyright infringement D. holding that there is no cause of action in california for unjust enrichment E. holding preemption is appropriate where unjust enrichment claim does not allege that the defendants were enriched by anything other than copyright infringement

assistant: The best answer is E. holding preemption is appropriate where unjust enrichment claim does not allege that the defendants were enriched by anything other than copyright infringement
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 desire and intent of the parties hereto that the provisions of Section 7 of this Agreement be construed independently of one another to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each restriction contained in this Section 7 is intended to be severable, and the unenforceability of any such provision shall not affect the enforceability of any other provision of Section 7. The Company shall be entitled to all rights and remedies as set forth in this Section 7 until the expiration of the covenants contained herein in accordance with their terms. The parties agree and acknowledge that damages will be difficult, if not impossible, to calculate in the event of a breach, or threatened breach, of any of the provisions of this Section 7 and, in any event, damages will be an insufficient remedy in the event of such breach. Accordingly, the parties agree that the Company shall, in addition to all other remedies, be entitled to injunctive relief in the event of any breach of the provisions of this Section 7.

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: we will vacate and remand for new findings if the agency’s reasoning or its fact-finding process was sufficiently flawed. See Cao He Lin v. DOJ, 428 F.3d 391, 406 (2d Cir.2005). Because the IJ found that Veretelnikov was credible and the BIA did not disturb that finding, we assume his credibility. See Yan Chen, 417 F.3d at 271-72. We conclude that the BIA properly reversed the IJ’s grant of the petitioners’ application for asylum. Even assuming that Veretelnikov had established that the treatment he faced at the hands of the Uzbekistani government was on account of a protected ground, he failed to establish that “any future punishment for his failure to perform mandatory military service for which he contracted constitutes persecution.” See In re A-G- 19 I. & N. Dec. 502 (BIA 1987) (<HOLDING>). As the BIA found, “in light of the Options: A. holding that it may not B. holding military service disability payments are community property C. holding that under the 1948 version of csrs civil servants were required to meet the fiveyear service requirement exclusive of military service D. holding that a former spouse is a proportionate owner of the other spouses future military retirement pay and is thus entitled to onehalf of the percentage of such pay representing the number of military marriage years relative to the total length of military service E. holding that a government may require military service and may enforce that requirement using reasonable sanctions

assistant: The best answer is E. holding that a government may require military service and may enforce that requirement using reasonable sanctions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of New York. If any part of this Agreement is found to be unenforceable, the rest will remain in full force and effect. This Agreement constitutes the entire agreement of the parties and supersedes all prior representations, proposals and communications, whether oral or in writing, in each case with respect to the subject matter contained herein. This Agreement may be modified only in writing signed by both Consultant and Company.

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 legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, and the Parties will negotiate in good faith to amend or otherwise modify this Agreement to replace any prohibited or invalid provision with an effective and valid provision that gives effect as closely as possible to the intent of the Parties to the maximum extent permitted by applicable Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

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: This Guaranty constitutes the entire and final agreement between Guarantor and Lender with respect to the subject matter hereof, and supersedes any and all representations or statements, either written or oral, express or implied, other than those expressly set forth in this guaranty, made to any party hereto by any person.

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 legal provision and list the applicable contract clause categories. Provision: The Company will use the net proceeds to the Company from the sale of the Shares hereunder as set forth on Schedule 4.6 . The Company shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of the law, including FCPA or OFAC.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall serve as Chief Executive Officer and Chairman of the Board of Directors of the Company, reporting to the Company’s Board of Directors. The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be reasonably assigned to the Executive from time to time by the Board of Directors. The Executive’s principal place of employment shall be 1450 Lake Robbins Drive, Suite 430, The Woodlands, Texas 77380.

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: As of the date hereof, the authorized capital stock of the Company is set forth on Schedule 4(c) . Except as disclosed in Schedule 4(c) , (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company's Bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower agrees to pay interest in respect of all unpaid principal amounts of the Loan from the respective dates such principal amounts are advanced until paid (whether at stated maturity, on acceleration or otherwise) at the Applicable Margin for such LIBOR Loan plus LIBOR. Such interest rate shall be fixed for each LIBOR Period for which it is determined and shall apply for that Loan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: whether to overlook a party’s failure to comply with local court rules.”); cf. United States v. Botti, 711 F.3d 299, 313 (2d Cir. 2013) (“[IJssues adverted to in a perfunctory manner, unaccompanied by some effort at developed argumentation, are deemed waived.” (internal quotation marks omitted)). Because Stegemann has not shown good cause for his failure to adequately raise his aerial surveillance argument in the district court, we do not address it. See United States v. Yousef, 327 F.3d 56, 125 (2d Cir. 2003). 2. Stegemann argues that the wiretap warrants failed to satisfy various requirements of 18 U.S.C. § 2518. Even if true, any error regarding the admission of wiretap evidence was harmless. See Kotteakos v. United States, 328 U.S. 750, 764-65, 66 S.Ct. 1239, 90 L.Ed. 1557 (1946) (<HOLDING>). “[T]he strength of the government’s case is Options: A. holding that a nonconstitutional error is harmless where an appellate court has a fair assurance that the error did not substantially affect the verdict B. holding that nonconstitutional error is harmless if it did not have substantial and injurious effect or influence in determining the jurys verdict C. holding that an error is harmless where it is highly probably that the error did not affect the outcome of the case D. holding that bia error is harmless when it is highly probable that error did not affect cases outcome E. holding that sentencing error is harmless if the error did not affect the district courts selection of the sentence imposed

assistant: The best answer is A. holding that a nonconstitutional error is harmless where an appellate court has a fair assurance that the error did not substantially affect the verdict
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 number and class of securities subject to an Award shall be subject to adjustment as provided in Section 5.7 of the Plan. In the event of a Change in Control or Corporate Transaction, Awards shall be subject to the terms of Section 5.8 of the Plan, as determined by the Committee. The decision of the Committee regarding any such adjustment, Change in Control and/or Corporate Transaction shall be final, binding and conclusive.

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 case excerpt and choose the best holding from the options. Case excerpt: and Span of Time During which Employer is Obligated. A “very important” consideration in ERISA preemption disputes is whether, in light of all the facts and circumstances, the employee reasonably could believe that the employer has an ongoing commitment to provide benefits. Id. at 455. A court’s finding that an employer has an obligation to disburse benefits on a long-term or periodic basis weighs in favor of ERISA preemption, while a finding that a benefit plan consists solely of an obligation to make a single, lump sum payment of benefits weighs against preemption. Fort Halifax, 482 U.S. at 12, 107 S.Ct. 2211; Belanger, 71 F.3d at 455. The Shaw’s severance agreement indic o. 01-10157-DPW, 2004 WL 594957, *9, 2004 U.S. Dist. LEXIS 4720, *26 (D.Mass. Mar.23, 2004) (Woodlock, J.) (<HOLDING>). In those cases, the offer of benefits was Options: A. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed B. holding that military retirement benefits are current pay and thus significantly different than other retirement benefits C. holding em ployers retirement incentive package that mechanically calculated and offered to a broad class of employees indiscriminately did not implicate erisa D. holding onetime retirement incentive package was purely automatic and nondiscretionary and thus not under the rubric of erisa E. holding that retirement benefits are accrued benefits under erisa

assistant: The best answer is D. holding onetime retirement incentive package was purely automatic and nondiscretionary and thus not under the rubric of 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: the government’s construction, POGO as well as Berman must be penalized the full $383,600. This is not to say that the payor should not be penalized. But it is to say that the government has articulated “no sound policy interest” — or any reason at all — that Congress might have had for a mandatory doubling of the payor’s loss in every case. And that is further support for the proposition that Congress did not intend the construction upon which the government insis 393 (2d Cir.2004) (noting that "the Second Circuit has held that the term 'willfully' in criminal statutes typically does not require the government to prove the defendant's specific intent to violate the particular criminal statute in question”). 11 . See, e.g., United States v. McLean, 131 Fed.Appx. 34 (4th. Cir.2005) (<HOLDING>); United States v. Preciado-Hernandez, No. Options: A. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief B. holding that a good faith belief that a firearm is inoperable is not a viable defense to 18 usc 922g C. holding that good faith is a defense to the willful filing of false statements under 18 usc 1001 D. recognizing that evidence of government knowledge of the defendants conduct could be part of a defendants argument that it did not knowingly submit false claims E. holding that a good faith belief that the defendants were participating in a lawful investor program was not a defense to a charge of knowingly passing false mortgage instruments

assistant: The best answer is E. holding that a good faith belief that the defendants were participating in a lawful investor program was not a defense to a charge of knowingly passing false mortgage instruments
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: residents in ICF/MR units to receive “active treatment,” as is required by 42 U.S.C. § 1396d(d)(2) and 42 C.F.R. § 483.440. Moreover, neither the Complaint nor the Consent Decree sought to require STS to consider all residents for community placement. Finally, neither the Complaint nor the Consent Decree sought to enjoin STS from issuing DNR orders. Each of the above remedies is sought by plaintiffs in the instant case. Thus, in the instant case there is manifest evidence that the statutory structure of CRI-PA prevented the Justice Department from pursuing all of the causes of action and types of relief which are available to the plaintiffs. For this reason, plaintiffs’ claims are not barred under res judicata. See Burka v. New York City Transit Auth., 32 F.3d 654, 658 (2nd Cir.1994) (<HOLDING>). B. Absence of Privity Literal privity need Options: A. holding that res judicata is not applicable to a claim for relief that was unavailable in the earlier action B. holding that res judicata does not bar those claims that arose after the original pleading is filed in the earlier proceeding C. holding that res judicata applies in deportation proceedings D. holding that res judicata did not preclude the subsequent filing of an action which was a permissive claim in a prior action E. holding that the doctrine of res judicata is applicable to defenses that could have been raised in a prior action

assistant: The best answer is A. holding that res judicata is not applicable to a claim for relief that was unavailable in the earlier action