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: At all times during which structural construction, repairs or alterations are being made with respect to any Improvements, and only if the property or liability coverage forms do not otherwise apply, (A) commercial general liability and umbrella liability insurance covering claims related to the construction, repairs or alterations being made which are not covered by or under the terms or provisions of the commercial general liability and umbrella liability insurance policy required in Section 3.1(b) ; and (B) the insurance provided for in Section 3.1(a) written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 3.1(a) , and (3) including permission to occupy the Projects.

assistant: Construction
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 party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

assistant: Survival
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 Borrower shall have (a) applied, concurrently with the making of the Additional Term A-3 Facility Loans, the proceeds of the Term A-3 Facility Loans to prepay existing Term A Facility Loans in an aggregate principal amount equal to the aggregate principal amount of the Term A-3 Facility Loans in accordance with Section 2.09 and Section 4.02 of the Credit Agreement, (b) applied, concurrently with the making of the Incremental Term A-3 Loans, the proceeds of the Incremental Term A-3 Loans to general corporate purposes, and (c) paid (i) all accrued and unpaid interest on the aggregate principal amount of the Term A Facility Loans so prepaid to, but not including, the Effective Date and (ii) all indemnities, cost reimbursements and other Obligations, if any, then due and owing to the Term A Facility Lenders and the Administrative Agent under the Credit Documents (prior to the effectiveness of this Third Amendment) and of which the Borrower has been notified in writing (accompanied by a reasonably detailed invoice) at least two (2) Business Days prior to the Effective Date.

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 Seller is duly organized, validly existing and in good standing under the laws of California and is duly qualified to do business and in good standing in each jurisdiction except where the failure to so qualify has not had, and is not reasonably likely to have, a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has the requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder, and conduct this offering. The execution and delivery of each of this Agreement by the Company, the performance by the Company of its obligations hereunder, the transactions contemplated hereby, this offering, and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or this offering. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that a material factual issue can be created only in a situation not present here — where “the plaintiffs credentials [are] so superior to the credentials of the person selected for the job that ‘no reasonable person, in the exercise of impartial judgment, could have chosen the candidate selected over the plaintiff for the job in question.’ ”). Turning to Kearney’s claims of retaliation in violation of the ADEA and NYSHRL, we agree with the district court that Kearney has proffered no record evidence from which a reasonable factfinder could find the necessary causal connection between Kearney’s May 2000 complaint to the Rockland OER and the November 2002 and April 2003 promotions. See Clark County Sch. Dist. v. Breeden, 532 U.S. 268, 273-74, 121 S.Ct. 1508, 149 L.Ed.2d 509 (2001) (<HOLDING>); Slattery v. Swiss Reins. Am. Corp., 248 F.3d Options: A. holding that close temporal proximity is sufficient to establish a prima facie case of retaliation B. holding that although temporal proximity alone may show causation the proximity must be very close and action taken 20 months later suggests by itself no causality at all C. holding that consent was valid despite close temporal proximity between the illegal entry and consent D. holding that a three to four month period between the protected activity is not enough to show very close temporal proximity E. holding that a three and onehalf month temporal proximity is insufficient to create a jury issue on causation

assistant: The best answer is B. holding that although temporal proximity alone may show causation the proximity must be very close and action taken 20 months later suggests by itself no causality at all
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: OrLeaf agrees to indemnify, defend and hold harmless Class B Member Indemnified Parties from and against any and all Class B Member Indemnified Costs, pursuant to Article XI of the Company LLC Agreement.

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: Failure by either Party to insist upon strict compliance with any term of this Agreement in any one or more instances will not be deemed a waiver of its rights to insist upon such strict compliance with respect to any subsequent failure.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to “wipe[] the slate clear of all disqualifications of witnesses” excepting tiróse provided in statute). Significantly, K.S.A. 60-417 provides a limited exception to this broad rule of witness qualification—an exception that applies only when the witness is incompetent. K.S.A. 60-417 (providing a witness is “disqualified” when he or she is incapable of expressing himself or herself in an understandable fashion or when the witness is incapable of understanding the duty to tell the trufo). And, as foe State points out, in order for this exception to apply, foe court must conduct a hearing as to the witness’ competency. See K.S.A. 60-408 (providing “the disqualification of a person to be a witness” is a matter for the judge); State v. Gilliland, 294 Kan. 519, 548, 276 P.3d 165 (2012) (<HOLDING>); State v. Poulos, 196 Kan. 253, 264, 411 P.2d Options: A. holding in a case considering whether the trial court should have conducted a competency hearing sua sponte that an appellate court may only consider those facts which were before the court when the trial commenced B. holding that due process guarantees were not violated where a defendant was excluded from a witness competency hearing and noting that the hearing did not concern the witnesses substantive testimony C. holding that competency standard for stand ing trial is same as standard for determining competency to waive right to counsel D. holding trial court could determine whether suggestive interrogation made witness incapable of telling the truth as part of a competency hearing E. holding that to protect defendants sixth amendment rights a court must determine whether witness identification testimony was tainted by impermissibly suggestive procedures

assistant: The best answer is D. holding trial court could determine whether suggestive interrogation made witness incapable of telling the truth as part of a competency hearing
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: subject to the foregoing restriction , these terms will be fully binding upon , inure to the benefit of and enforceable by us and our respective successors and assignees .

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: such conduct constitutes forgery under the statute. 2. Interpretation of Section 18-5-102 There are two questions of law implicit in the analysis: the first is whether the letter is an instrument under the statute, and the second is whether it "does or may evidence, create, transfer, terminate, or otherwise affect a legal right, interest, obligation, or status." § 18-5-102, C.R.S. (2004). The definitions section of the statute answers the first question for us. Specifically, section 18-5-101(9), C.R.S. (2004), defines written instrument in part as "any paper, document, or other instrument containing written or printed matter or the equivalent thereof, used for purposes of reciting, employing, conveying, or recording information." See also People v. Avila, 770 P.2d 1330 (Colo.App.1988) (<HOLDING>). The second issue is the more difficult one. Options: A. holding that seventeen missing records does not constitute improper record keeping because the fact that the records are not at the station does not mean that the records are incorrect or inaccurate B. holding that court erred in admitting letters written in anticipation of litigation as business records C. holding that records relating to a student court were not education records D. holding that municipal court records were admissible under official records or public documents exception E. holding that computerized drivers records constitute a written instrument

assistant: The best answer is E. holding that computerized drivers records constitute a written instrument
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: quotation marks omitted). This principle is set forth in Section 2 of the FAA, 9 U.S.C. § 2, which provides that an agreement to arbitrate “shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” Section 2 is “the primary substantive provision” of the FAA which “create[s] a body of federal substantive law of arbitrability, applicable to any arbitration agreement within the coverage of the” FAA. Moses H. Cone Memorial Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983). We join other Circuits that have evaluated arbitration clauses containing class action waivers under the federal substantive law of arbitrability. See Gay v. CreditInform, 511 F.3d 369, 394-95 (3d Cir.2007) (<HOLDING>); Kristian, 446 F.3d at 63 (“Although Options: A. holding class action waiver contained in cellular telephone unconscionable under washington law B. holding class action waiver in cellular phone contract unconscionable under california law C. holding class action waiver in cellular telephone service agreement unconscionable D. holding the class action waiver provision of cellular telephone service contract unconscionable E. holding class action waiver to be enforceable under section 2 of the faa notwithstanding claim that waiver was unconscionable under state law

assistant: The best answer is E. holding class action waiver to be enforceable under section 2 of the faa notwithstanding claim that waiver was unconscionable under state law
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 amended from time to time by the Committee in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Committee, except as provided in the Plan or in a written document signed by each of the parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not be waived by, the execution and delivery of this Guaranty, any investigation by or knowledge of the Agent and the Lenders, or any of them, any extension of credit or any other event or circumstance whatsoever.

assistant: Survival
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: 338, 361 (6th Cir.2015) (concluding that, based on letter from the child’s doctor, a reasonable fact-finder could find an accommodation of a miniature horse necessary to alleviate a child’s disabilities); Bhogaita v. Altamonte Heights Condo. Ass’n, Inc., 765 F.3d 1277, 1289 (11th Cir.2014) (concluding based on a letter from- complainant’s doctor that a reasonable factfinder could conclude that the complainant’s dog alleviates the symptoms of his post-traumatic stress disorder); Castellano v. Access Premier Realty, Inc., No. 1:15-CV-0407-MCE-KJS, 2016 WL 1588430, at *6 (E.D.Cal. Apr. 20, 2016) (concluding that the complainant’s cat was necessary to alleviate the complainant’s mental and physical ailments, based on a letter from the complainant’s physician); Smith, 2013 WL 5786586, at *6 (<HOLDING>); The Sec’y, United States Dep’t of Hous. & Options: A. holding that evidence of impaired mental functioning is inherently mitigating and that a defendant is not required to demonstrate a nexus between his mental capacity and the crime committed B. holding that a letter from the complainants psychiatrist established a nexus between the complainants mental disability and a comfort dog C. holding that the plaintiff carries the burden of showing that after he was rejected for a promotion the position remained open and the employer continued to seek applicants from persons of complainants qualifications emphasis added D. holding that the puc may not allocate the amount of a disputed water bill between the utility and the customer where the complainants had not met their burden of proof E. holding that no federal nexus is required

assistant: The best answer is B. holding that a letter from the complainants psychiatrist established a nexus between the complainants mental disability and a comfort dog
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 Bank irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes, if any, as are delegated to the Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto.

assistant: Authorizations
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 to the extent otherwise provided in the Term Loan Agreement, no Guarantor shall have the right to assign or transfer its rights and obligations hereunder or under any other Guarantor Documents without the prior written consent of the Required Lenders. Each Lender may, without notice to or consent by any Guarantor, sell, assign, transfer or grant participations in all or any portion of such Lender’s rights and obligations hereunder and under the other Guarantor Documents in connection with any sale, assignment, transfer or grant of a participation by such Lender in accordance with Section 10.06 of the Term Loan Agreement of or in its rights and obligations thereunder and under the other Loan Documents. In the event of any grant of a participation, the participant (A) shall be deemed to have a right of setoff under Section 15 in respect of its participation to the same extent as if it were such “Guaranteed Party;” and (B) shall also be entitled to the benefits of Section 14 .

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: dispute whether the second requirement of the DOL Regulation is met. There are two ways to satisfy this second requirement. First, the second requirement is met if the person (Boswell) had “discretionary authority or control” with respect to purchasing property for the plan. See id. § 2510.3 — 21(e)(l)(ii)(A) (“Subpart (ii)(A)”). Subpart (ii)(A) of the DOL Regulation appears to overlap with subsection (i) of 29 U.S.C. § 1002(21)(A), which we discussed above. If a person has discretionary authority or control with respect to purchasing or selling securities or other property for the plan, that person would satisfy subsection (i) of 29 U.S.C. § 1002(21)(A) as well as satisfy Subpart (ii)(A) of the DOL Regulation. See Olson v. E.F. Hutton & Co., 957 F.2d 622, 626 n. 4 (8th Cir.1992) (<HOLDING>). For the reasons discussed above, we hold that Options: A. holding that the statutory definition of motor vehicle is not controlling B. holding that a broad statutory definition of a term that was inconsistent with the terms plain meaning did not affect the terms definition in other contexts C. recognizing that the regulation was drafted pursuant to direct statutory authority D. recognizing that in the absence of a statutory definition statutory terms are construed in accordance with their ordinary or natural meaning E. recognizing that subpart iia of the dol regulation overlaps with subsection i of the statutory definition

assistant: The best answer is E. recognizing that subpart iia of the dol regulation overlaps with subsection i of the statutory definition
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: 2 (effective Jan. 31, 1977); see Darling v. Augusta Mental Health Inst., 535 A.2d 421, 424 (Me.1987). With this change, the Legislature became vested with the authority of the sovereign to consent to be sued in tort. See id. [¶ 17] Notwithstanding the demise of common law governmental tort immunity, recently we reaffirmed the related, but distinct, common law rule that a party cannot assert a claim of title by adverse possession or prescriptive easement against a governmental entity. Sandmaier, 2005 ME 126, ¶¶ 7, 8, 887 A.2d at 518-19; see also Loavenbruck v. Rohrbach, 2002 ME 73, ¶ 12, 795 A.2d 90, 93 (stating that a party may not assert a claim of adverse possession against a municipality absent statutory authorization); Town of Sedgwick v. Butler, 1998 ME 280, ¶ 6, 722 A.2d 357, 358 (<HOLDING>). The assertion of a prescriptive easement Options: A. holding that town property cannot be adversely possessed B. recognizing that exempt property ceases to be property of the estate C. holding that forfeiture of real property may be adjudicated before the seizure occurs because real property cannot abscond D. holding that plaintiffs may have a property interest in real property E. holding sierra club lacked standing where it failed to provide facts concerning any individual member whose use of river would be adversely affected

assistant: The best answer is A. holding that town property cannot be adversely possessed
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 registration rights provided to the Holders of Registrable Securities hereunder, and the Company’s obligation to keep the Registration Statements effective, shall terminate at the end of the Effectiveness Period hereinafter defined. Notwithstanding the foregoing, Section 3(d), Section 6, Section 8, Section 9 and Section 11 shall survive the termination of this Agreement.

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: see also Scott Timber Co. v. United States, 333 F.3d 1358, 1366 (Fed.Cir.2003) (stating that courts apply “general rules of contract interpretation in cases where the United States is a party to the contract.”). C. Disposition Of The Government’s March 8, 2002 Motion For Summary Judgment. The May 1, 1997 Contract contains a standard integration clause that provides: This award consummates the contract, which consists of (a) the Government’s solicitation and your offer, and (b) this contract award. No further contractual documents is [sic] necessary. Def.App. at 2. Therefore, as a matter of law, the terms of the contract must be construed based on the language in the governing documents, not parol evidence. See McAbee Const., Inc. v. United States, 97 F.3d 1431, 1434 (Fed.Cir. 1996) (<HOLDING>); see also Restatement (Second) of Contracts § Options: A. recognizing presumption B. recognizing strong presumption against interlocutory appeals C. recognizing this presumption D. holding that where there is a strong presumption that the contract was a fully integrated agreement coupled with the consistency of the evidence surrounding its execution with that presumption the agreement was fully integrated E. holding that the court may consider collateral evidence of the circumstances surrounding the execution of the agreement in determining whether the language of the agreement is unclear and if the evidence presented is so plain that no reasonable person could hold any way but one then the court may interpret the meaning as a matter of law

assistant: The best answer is D. holding that where there is a strong presumption that the contract was a fully integrated agreement coupled with the consistency of the evidence surrounding its execution with that presumption the agreement was fully integrated
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 n. 19, 517 (making clear that some opportunity to raise constitutional objections is the most important consideration); S. Rep. No. 1035, supra, at 2 (under the Tax Injunction Act, a “full hearing and judicial determination of the controversy is assured. An appeal to the Supreme Court of the United States is available as in other cases”). 27 The plaintiff in Rosewell had claimed that requiring payment of the county property tax violated her equal protection and due process rights. 28 See S. Rep. 1035, supra, at 1 (state “statutes generally provide that taxpayers may contest their taxes only in refund actions after payment under protest”); H. R. Rep. No. 1503, 75th Cong., 1st Sess., 2 (1937). 29 See also Boise Artesian Hot and Cold Water Co. v. Boise City, 213 U. S. 276, 282 (1909) (<HOLDING>); Singer Sewing Machine Co. v. Benedict, 229 U. Options: A. holding that the remedy in a prison conditions case must remedy actual injuries that have been identified by the court and suffered by the plaintiffs B. holding that the appealing party had sur rendered his claim to the equitable remedy of vacatur by settling the case and thus voluntarily forfeiting his legal remedy by the ordinary processes of appeal C. holding that monetary damages may be awarded in a 1132a3 claim because when sought as a remedy for breach of fiduciary duty restitution is properly regarded as an equitable remedy because the fiduciary concept is equitable D. holding that the illegality or unconstitutionality of a state or municipal tax or imposition is not of itself a ground for equitable relief in the courts of the united states in such a case the aggrieved party is left to his remedy at law when that remedy is as complete practicable and efficient as the remedy in equity E. holding that varity corp did not eliminate a private cause of action for breach of fiduciary duty when another potential remedy is available instead the district courts remedy is limited to such equitable relief as is considered appropriate

assistant: The best answer is D. holding that the illegality or unconstitutionality of a state or municipal tax or imposition is not of itself a ground for equitable relief in the courts of the united states in such a case the aggrieved party is left to his remedy at law when that remedy is as complete practicable and efficient as the remedy in equity
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: DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE HEREUNDER, WHICH CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED BY JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) OR ANY SUCCESSOR THERETO, IN ACCORDANCE WITH JAMS’ ARBITRATION RULES FOR EMPLOYMENT DISPUTES THEN IN EFFECT, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE STATE OF DELAWARE WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER RELATING TO THIS AGREEMENT. ARBITRATION MAY BE HELD IN BALTIMORE, MARYLAND OR SUCH OTHER PLACE AS THE PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE CONDUCTED SOLELY BY A FORMER JUDGE. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. The prevailing party in the arbitration, as determined by the arbitrator, shall be entitled to reimbursement of reasonable attorney’s fees and disbursements incurred in such proceedings by the non-prevailing party. BY SIGNING THIS AGREEMENT, THE PARTIES ARE GIVING UP ANY RIGHT THEY MIGHT HAVE TO SUE EACH OTHER IN COURT AND HAVE THEIR CASE DECIDED BY A JUDGE OR JURY, AND AGREE TO RESOLVE ANY AND ALL DISPUTES BY ARBITRATION .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

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: The Executive’s employment shall be for an initial term of one (1) year (the “Initial Term”), commencing on the Effective Date. The Executive’s employment shall be automatically extended on the day after the second year anniversary of the Effective Date (“Automatic Extension”), and on each anniversary date thereof, for additional one (1) year periods unless the Company provides notice that it does not intend to extend the term of the Executive’s employment at least sixty (60) days in advance of the end of the Initial Term or any Automatic Extension.

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: Tenant hereby represents and warrants to Landlord that Tenant has not dealt with any real estate brokers or leasing agents, and Landlord hereby represents and warrants to Tenant that CBRE, Inc. is the sole real estate broker or leasing agent representing Landlord (“Broker”). No commissions are payable to any party claiming through Landlord or Tenant as a result of the consummation of the transaction contemplated by this Amendment, except to Broker, as applicable. Landlord and Tenant hereby agree to indemnify and to hold each other harmless against any loss, expense, or liability with respect to any claims for commissions or brokerage fees arising from or out of any breach of the foregoing representation and warranty. Landlord shall pay all brokerage commissions due to the Broker pursuant to a separate agreement.

assistant: Brokers
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 entities listed on Schedule C hereto are the only direct or indirect Subsidiaries of the Company. Each such Subsidiary has been duly incorporated or formed and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with corporate, limited liability company, limited partnership, and/or other similar power and authority to own its properties and conduct businesses in which it is currently engaged; and each Subsidiary listed on Schedule C hereto is duly qualified to do business as a foreign corporation or other entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be duly qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued and, in the case of any such corporation, is fully paid and nonassessable; and the capital stock or other ownership interests of each such Subsidiary owned by the Company, directly or indirectly, is owned free from liens, encumbrances and defects, except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Company SEC Documents, or as otherwise would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: Subsidiaries
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: practice or custom that constitutes a standard operating procedure of the defendant.” ER 11. The series of qualifiers in this definition — “permanent,” “widespread,” “well-settled,” and “standard operating procedure” — emphasize that a practice must be pervasive and of significant duration. This definition is certainly consistent with our Monell decisions, which have recognized that “[l]iability for improper custom may not be predicated on isolated or sporadic incidents” and that “[t]he custom must be so ‘persistent and widespread’ that it constitutes a ‘permanent and well settled city policy.’ ” Trevino v. Gates, 99 F.3d 911, 918 (9th Cir.1996) (quoting Monell, 436 U.S. at 691, 98 S.Ct. 2018); see also Villegas v. Gilroy Garlic Festival Ass’n, 541 F.3d 950, 964 (9th Cir.2008) (<HOLDING>); Webb v. Sloan, 330 F.3d 1158, 1164 (9th Options: A. holding that municipal liability may be established by showing a longstanding practice or custom which constitutes the standard operating procedure of the local government entity quoting ulrich v city cnty of san francisco 308 f3d 968 98485 9th cir2002 B. holding that a policy for purposes of municipal liability may be established by an officials single decision C. holding that a municipality may only be held liable under 1983 for a policy practice or custom D. holding that a plaintiff must identify a municipal policy custom or practice to support a claim against a municipality under monell E. holding that discrimination against a municipal employee could trigger municipal liability under 1983 through official policy or custom

assistant: The best answer is A. holding that municipal liability may be established by showing a longstanding practice or custom which constitutes the standard operating procedure of the local government entity quoting ulrich v city cnty of san francisco 308 f3d 968 98485 9th cir2002
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: circumstances, the district court did not abuse its discretion when it did not conduct a second inquiry. Finally, regarding whether the conflict between Osuji and his counsel was so great that it resulted in a total lack of communication preventing an adequate defense, the record does not support Osuji’s claim that communication between himself and his attorney completely broke down. The record instead shows that Osuji’s counsel cross-examined every government witness, argued numerous objections and motions, and conducted an appropriate direct examination of Osuji when he testified in his own defense. Under these circumstances, the district court did not abuse its discretion in denying Osuji’s motion to substitute counsel. See United States v. Hanley, 974 F.2d 14, 17 (4th Cir.1992) (<HOLDING>). III. We next address both Defendants’ Options: A. holding insurer vicariously liable for defense counsels negligent defense of a medical malpractice claim B. holding counsels vigorous defense at trial indicated a lack of complete communication breakdown C. recognizing that defendant must show 1 that counsels performance was deficient and 2 that counsels errors prejudiced the defense D. holding that lack of justiciable interest resulted in lack of standing to pursue claim and that lack of standing deprived the trial court of jurisdiction to act E. holding defense counsels rates to be an improper starting point in determining plaintiff counsels reasonable hourly rate

assistant: The best answer is B. holding counsels vigorous defense at trial indicated a lack of complete communication breakdown
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 rights and obligations of the Guarantor under this Guaranty shall not be assigned by the Guarantor without the prior written consent of the Buyer, except that any person into which the Guarantor may be merged or consolidated, or any person resulting from any merger, conversion or consolidation to which the Guarantor is a party, or any person succeeding to all or substantially all of the business of the Guarantor, shall be the successor to the Guarantor hereunder and shall comply with all obligations of the Guarantor arising under this Guaranty. Subject to the foregoing, this Guaranty shall bind and inure to the benefit of and be enforceable by the Guarantor and the Buyer, and their respective successors and permitted assigns.

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: that, although there was no explicit statutory proscription, the public policy expressed in the worker’s compensation act precluded an employer from discharging an employee for filing a claim.”). The other factors considered by the Spearman court also weigh against remand in this case. According to legislative history, “§ 1445(c) is designed to prevent removals that would nullify the ‘expeditious] and inexpensive’ procedures states had devised for workers’ compensation claims.” Spearman, 16 F.3d at 724. The expeditious and inexpensive procedures found in Michigan’s Worker’s Disability Compensation Act are not utilized when an employee alleges retaliatory discharge. Rather, the claim is treated like any other tort. See Delke v. Scheuren, 185 Mich.App. 326, 460 N.W.2d 324, 327-328 (1990) (<HOLDING>); Lamona v. Health Care & Retirement Corp., 230 Options: A. holding that retaliation claim did not arise under states workers compensation laws B. holding court did not have jurisdiction to hear plaintiffs retaliation claim where plaintiff did not check the retaliation box or describe anything that indicates such a claim in the eeoc complaint C. holding that the bureau of workers disability compensation did not have jurisdiction to hear retaliation claim explaining that the michigan legislatures intent was not to create an administrative remedy for retaliatory discharge D. recognizing retaliatory discharge tort implied by the workers compensation act E. holding the retaliation claim did arise under states workers compensation laws

assistant: The best answer is C. holding that the bureau of workers disability compensation did not have jurisdiction to hear retaliation claim explaining that the michigan legislatures intent was not to create an administrative remedy for retaliatory discharge
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 amends and restates the Prior Intercreditor Agreement in its entirety. This Agreement shall supersede the Prior Intercreditor Agreement. The parties acknowledge and agree that this Agreement does not constitute a termination of the rights and obligations under the Prior Intercreditor Agreement, all of which are in all respects continuing under this Agreement with only the terms being modified from and after the date hereof as provided in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become effective when each party shall have received a counterpart of such document signed by the other parties. The parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile or electronically transmitted signatures.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall execute and/or cause to be delivered to the Company such instruments and other documents, and shall take such other actions, as the Company may reasonably request at any time for the purpose of carrying out or evidencing any of the provisions of this Agreement.

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: This Plan will be governed by the internal laws of the State of Nevada without regard to rules regarding conflicts of laws. Each Recipient consents to the personal jurisdiction of the state and federal courts located in Colorado for any lawsuit filed there against the Recipient by the Company arising from or relating to this Plan. Any controversy or claim arising out of or relating to this Plan or shall be settled by arbitration in the City and County of Denver, Colorado in accordance with the rules then existing of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 16 of the Indiana Constitution, which provides in pertinent part that “[a]ll penalties shall be proportioned to the nature of the offense.” Punishment for contempt is generally within the sound discretion of the trial court. Hopping v. State, 637 N.E.2d 1294, 1298 (Ind.1994), cert. denied, 513 U.S. 1017, 115 S.Ct. 578, 130 L.Ed.2d 493. We have previously noted that Ind.Code 34-4-7-6, which limited punishment to a fine of $500.00 and/or imprisonment of no more than three months, has been repealed. See Contempt of Steelman, 648 N.E.2d 366, 369 (Ind.Ct.App.1995); Matter of Craig, 552 N.E.2d 53, 56 (Ind.Ct.App.1990). Now, in the absence of the statute, the power to punish contempt is limited by reasonableness. Id. (citing Green v. U.S., 356 U.S. 165, 78 S.Ct. 632, 645, 2 L.Ed.2d 672 (1958) (<HOLDING>)). Our supreme court has held that a sentence Options: A. holding that the trial court failed to exercise its discretion by stating that it did not have the ability to present the transcript to the jury B. holding a party must timely present his legal theories to the trial court so as to give the trial court an opportunity to rule properly C. holding that trial court was required to give full effect to supreme courts judgment and that by failing to do so the trial court abused its discretion D. holding that a reviewing court has the power to reject the findings and conclusions of the trial court where the findings are not supported by the evidence E. holding that the lack of statutory limitations does not give the trial court unbridled discretion as the trial court has a special duty to exercise such an extraordinary power with the utmost sense of responsibility and circumspection

assistant: The best answer is E. holding that the lack of statutory limitations does not give the trial court unbridled discretion as the trial court has a special duty to exercise such an extraordinary power with the utmost sense of responsibility and circumspection
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: v. Munton, 989 S.W.2d 641, 646 (Mo.Ct.App.1999)). In Macheca Transp. Co., the court of appeals held the district court abused its discretion when it disqualified an attorney without first determining whether he would be the only witness who could testify to events surrounding a vexatious refusal to pay claim. Id. at 833-34. The Fifth Circuit Court of Appeals has similarly held that: “[a] lawyer is not ‘likely to be a necessary witness’ when evidence pertaining to each matter to which he could testify is available from another source.” United States v. Starnes, 157 Fed.Appx. 687, 693-94 (5th Cir.2005) (quoting Horaist v. Doctor’s Hosp. of Opel-ousas, 255 F.3d 261, 267 (5th Cir.2001)); see Tennessee Bank & Trust v. Lowery, No. 3:11-0984, 2012 WL 4849968, at *1 (M.D.Tenn. Oct. 11, 2012) (<HOLDING>) (internal quotation marks omit ted); Rothberg Options: A. holding that if there is only one construction that will permit all parts of the deed to be given effect it should be followed B. holding that the state courts determination that the petitioner could not show prejudice because he did not allege that the witness was available to testify was a reasonable application of federal law to the facts of the case C. holding that in order to state a claim for ineffective assistance of counsel based on the failure to call a witness to testify the claimant must allege 1 the identity of the potential witness 2 that the witness was available to testify at trial 3 the substance of the witnesss testimony and 4 an explanation of how the omission of the testimony prejudiced the case D. holding that an attorney is a necessary witness for purposes of tennessee rule of professional conduct 37a only if there are things to which he will be the only one available to testify E. holding that attorney fees are incurred only when there is an express or implied agreement that the fee award will be paid over to the legal representative

assistant: The best answer is D. holding that an attorney is a necessary witness for purposes of tennessee rule of professional conduct 37a only if there are things to which he will be the only one available to testify