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: If the Receiving Party or its Representatives are requested or required in any judicial, arbitral or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(e) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order. (d) Notice If either Party proposes to make any disclosure in reliance on clause (i) above, the disclosing Party shall, to the extent practicable, provide the other Party with the text of the proposed disclosure as far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement.

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 LOI may be terminated (a) by mutual written consent of the Parties hereto, (b) by either Party if the Transaction (i) has not been consummated by March, 1, 2018, (placeholder) (ii) is enjoined by a court or a governmental body, (iii) cannot be consummated due to a material breach of any representation, warranty, covenant or agreement on the part of the other Party, which breach cannot be cured within thirty (30) days of written notice of such breach, or (iv) by either Party if a Party is not reasonably satisfied with the results of its due diligence investigation of the other Party; or (c) by Private Company if (i) the Public Company’s financial condition or capitalization changes to any material extent from that which shall be reported to Private Company in its most recently filed Annual Report on Form10-K.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: source of ‘individual liberties more expansive than those conferred by the Federal Constitution.’ ” State v. Novembrino, 105 N.J. 95, 144-45, 519 A.2d 820 (1987) (quoting PruneYard Shopping Ctr. v. Robins, 447 U.S. 74, 81, 100 S.Ct. 2035, 2040, 64 L.Ed.2d 741, 752 (1980)). Indeed, we have not hesitated to find that our State Constitution provides our citizens with greater rights to privacy, free speech, and equal protection than those available under the United States Constitution. See, e.g., State v. McAllister, 184 N.J. 17, 26, 32-33, 875 A.2d 866 (2005) (concluding that New Jersey Constitution recognizes interest in privacy of bank records, unlike Federal Constitution); N.J. Coal. Against War in the Middle East v. J.M.B. Realty Corp., 138 N.J. 326, 332, 349, 374, 650 A.2d 757 (1994) (<HOLDING>), cert. denied, 516 U.S. 812, 116 S.Ct. 62, 133 Options: A. holding that free speech protection of new jersey constitution requires subject to reasonable restrictions privatelyowned shopping centers to permit speech on political and societal issues on premises unlike first amendment of federal constitution B. holding that campaign money laundering was in furtherance of political speech but an invalid exercise of free speech rights because it was illegal C. holding that first amendment protections apply to compelled speech as well as restrictions on speech D. holding that the plaintiffs right to political speech is fully in accord with the publics interest in free speech and association E. recognizing that state constitution imposes more stringent limitations on power of state to inquire into lawful associations and speech than those imposed by federal constitution

assistant: The best answer is A. holding that free speech protection of new jersey constitution requires subject to reasonable restrictions privatelyowned shopping centers to permit speech on political and societal issues on premises unlike first amendment of federal constitution
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 work, and Wells Fargo provided Cazeau with resources and information to apply for available positions. Cazeau, however, never followed up with Wells Fargo or applied for a specific, open position after he was cleared to return to work by his doctor. Because no specific demand for an accommodation was made, Wells Fargo had no duty to provide a reasonable accommodation under the ADA. See Ga-ston, 167 F.3d at 1363; Willis v. Conopeo, Inc., 108 F.3d 282, 285 (11th Cir.1997). To the extent that an accommodation was requested, Wells Fargo took reasonable steps to offer information about available positions, and any breakdown in the process of identifying an accommodation is attributable to Cazeau. See Stewart v. Happy Herman’s Cheshire Bridge, Inc., 117 F.3d 1278, 1287 (11th Cir.1997) (<HOLDING>). In short, the district court properly granted Options: A. holding that the disabled individual bears the initial burden of proposing an accommodation and showing that that accommodation is objectively reasonable and that the defendant was entitled to prevail because the plaintiffs proposed accommodation of remaining on unpaid medical leave until another customer service or receptionist position opened up was not a reasonable accommodation under the ada B. holding that once a reasonable accommodation is made the employer has fulfilled its obligation under the ada C. holding that employee who frequently missed work was not a qualified individual able to perform the essential functions of her job either with or without a reasonable accommodation as required to support disability discrimination and reasonable accommodation claims under the rehabilitation act D. holding failure to immediately approve request for accommodation even for employee with known disability did not constitute denial of reasonable accommodation where employer was working on solution over several months E. holding that an employer is not liable where it takes reasonable steps to provide an accommodation and the employee is responsible for a breakdown in the process of identifying a reasonable accommodation

assistant: The best answer is E. holding that an employer is not liable where it takes reasonable steps to provide an accommodation and the employee is responsible for a breakdown in the process of identifying a reasonable accommodation
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: exemption of noncontiguous jurisdictions must be understood to signify, by implication, Congressional approval of any and all egg-labeling requirements in those places regardless whether justified or unjustified by Dormant Commerce Clause considerations. But this seems to us a more extreme reading than either the statutory language or legislative history necessitates. Absent, at least, an affirmatively stated grant of permission to noncontiguous jurisdictions of the United States to require egg-labeling, we are unable to conclude that appellants have met their burden of showing that Congress’ intent to allow Puerto Rico to enact protectionist egg-labeling regulations was “unmistakably clear.” See e.g., Maine v. Taylor, 477 U.S. 131, 139, 106 S.Ct. 2440, 2447-48, 91 L.Ed.2d 110 (1986) (<HOLDING>); South-Central, 467 U.S. at 90, 104 S.Ct. at Options: A. holding that state statutes are exempt from the implied limitations of the commerce clause only when the congressional direction to do so has been unmistakably clear B. holding that enactment of 13981 exceeded congressional authority under either the commerce clause or section 5 of the fourteenth amendment C. holding that the statute as applied violates the commerce clause D. holding that a court of appeals may only do so when an appeal has been raised by an existing party to the case E. holding that there is no clear congressional intent that firreas statutes of limitations 12 usc 1821e12a apply only prospectively

assistant: The best answer is A. holding that state statutes are exempt from the implied limitations of the commerce clause only when the congressional direction to do so has been unmistakably clear
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: Unless otherwise provided in the Award Agreement, in the event of a Change in Control, unless an Award is assumed or substituted by the successor corporation, then (i) all outstanding Options or SARs shall become fully vested and exercisable as of the date of the Change in Control, whether or not otherwise then exercisable, (ii) all service-based restrictions and conditions on any Award then outstanding shall lapse as of the date of the Change in Control, and (iii) the payout level under all Performance Awards shall be deemed to have been earned as of the date of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level. If an Award is assumed or substituted by the successor corporation, then if within two (2) years after the effective date of the Change in Control, a Participant’s Continuous Service is terminated without Cause or the Participant resigns for Good Reason, then as of the date of termination (i) all of that Participant’s outstanding Options and SARs shall become fully vested and exercisable, (ii) all service-based vesting restrictions applicable to his or her outstanding Awards shall lapse, and (iii) the payout level under all of that Participant’s Performance Awards that were outstanding immediately prior to effective time of the Change in Control shall be determined and deemed to have been earned as of the date of employment termination based upon an assumed achievement of all relevant performance goals at the “target” level. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonqualified Stock Options.

assistant: Change In Control
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 Obligor shall execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form of Exhibit 4(b)(i) , (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Furthermore, each Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may in its sole discretion desire to file the same.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall have caused to be paid to the Administrative Agent all fees (including the Commitment Fee) and other amounts due and payable on the Closing Date under the Fee Letter, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Diamond Resorts Party hereunder or under any other Transaction Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree they will make no statements, whether written, oral or otherwise, disparaging the other party or any individual or entity affiliated with or related to the other party in any way to any member of the press or the public at large.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall use commercially reasonable efforts, but shall not be required to pay any consideration, to obtain at the earliest practicable date all consents and approvals referred to in Section 4.3. Buyer agrees to reasonably cooperate with Seller in obtaining all such consents and approvals. If, with respect to any Contract to be assigned to Buyer, a required consent to the assignment is not obtained by the Closing then this Agreement and any assignment executed pursuant to this Agreement shall not constitute an assignment of such Contract; provided, however, with respect to each such Contract, Seller shall use commercially reasonable efforts to keep it in effect and give Buyer the benefit of it to the same extent as if it had been assigned, and Buyer shall perform Seller’s obligations attributable to the period on or after the Effective Time under the Contract relating to the benefit obtained by Buyer. Nothing in this Agreement shall be construed as an attempt to assign any Contract that is by its terms nonassignable without the consent of the other party. Promptly after receipt of any such consent or approval after the Closing, Seller shall assign such Contract to Buyer, and Buyer shall assume such Contract from Seller.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claims of which a signing party has actual knowledge or that he could have discovered upon reasonable inquiry.” Fair v. Int’l Flavors & Fragrances, Inc., 905 F.2d 1114, 1116 (7th Cir.1990) (quotations omitted); see also Wagner v. NutraSweet Co., 95 F.3d 527, 533 (7th Cir.1996). Neither party disputes that Hampton was aware of the alleged wrongful acts prior to the date she signed the Waiver. Her claims fall within the Waivers’s scope unless Hampton presents a persuasive reason for construing the Waiver to exclude them. Hampton’s primary assertion is that the Waiver did not release her Title VII claims because they did not “arise” until after she received her EEOC right-to-sue letter allowing her to file suit in federal court. Hampton is incorrect. See, e.g., Pierce I, 65 F.3d at 567-68 (<HOLDING>). The natural meaning of the term “arise” in Options: A. holding that a plaintiff who has filed a charge with the eeoc is foreclosed from pursuing a state civil action under 411202 because filing a charge with the eeoc is equivalent to the election of an administrative remedy under 411205 B. holding that in light of a worksharing agreement between the state agency and the eeoc a charge of discrimination filed with the state agency was properly filed with the eeoc on the same date C. holding that a general release covered plaintiffs claim even though he had already filed an eeoc charge D. holding that failure of eeoc to transmit charge to phrc within limitations period was subject to equitable tolling where plaintiff requested crossfiling in the cover letter attached to the eeoc charge on the first page of the charge itself and on an official form used by the eeoc for requests for dualfiling E. holding that where the writings on file were insufficient to constitute an effective charge a charge had not been effectively filed despite the fact that the eeoc had assigned the case a charge number

assistant: The best answer is C. holding that a general release covered plaintiffs claim even though he had already filed an eeoc charge
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 a statute is permissibly retroactive may depend on whether the statute, if it applies to past conduct, upsets vested substantive rights, liabilities or duties that arose before the statute’s enactment. Landgraf, 511 U.S. at 280, 114 S.Ct. 1483. This inquiry is guided by “familiar considerations of fair notice, reasonable reliance, and settled expectations.” See Landgraf, 511 U.S. at 270, 114 S.Ct. 1483. Then-Chief Judge Hamilton, addressing the 2007 Amendment, explained, with reference to Dieter, that “the 2007[A]mendment did not change the ‘calculus’ for any party or upset any reliance interests.” See Boston v. The Huntington Nat’l Bank, No. 1:09-cv-0679-DFH-JMS, 2009 WL 2563473, at *5 (S.D.Ind. Aug. 17, 2009) (citing DeHart v. Anderson, 178 Ind.App. 581, 383 N.E.2d 431 (1978) (<HOLDING>)); see also O’Laughlin v. Barton, 582 N.E.2d Options: A. recognizing the tide of the majority of case law B. holding that a statute that lowered the age of majority to 18 did not have retroactive effect on the plaintiffs lawsuit when the applicable statute of limitations was shortened because it was tied to the age of majority C. recognizing distinction made by majority D. recognizing the majority rule E. holding that a statement of fact relating to the plaintiffs age was not direct evidence of age discrimination because the relevance of the comment is provided by inference

assistant: The best answer is B. holding that a statute that lowered the age of majority to 18 did not have retroactive effect on the plaintiffs lawsuit when the applicable statute of limitations was shortened because it was tied to the age of majority
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: does not dispute that the medical reports and corresponding TWCC-69 Forms are privileged under the Medical Practice Act and the right to privacy, we hold that the documents are not discoverable and thus, we need not decide whether the litigation exception applies. Here, Locke seeks medical reports relating to thousands of non-party claimants without their consent. He argues that the physician-patient privilege and right to privacy do not preclude him from obtaining redacted TWCC-69 Forms like the ones he offered below. However, “merely because a person ... has filed a claim with an insurance company does not necessarily mean the person ... has consented to making his medical records public.” See In re Dolezal, 970 S.W.2d 650, 652-53 (Tex.App. — Corpus Christi, 1998, orig. proceeding) (<HOLDING>). Likewise, to the extent that other documents, Options: A. holding that court was required to award an attorneys billing rate where defendant had submitted no evidence on fees B. holding attorneys testimony on all work performed sufficient to support attorneys fees award even though no time records presented C. holding that failure to produce supporting documentation regarding billing statements of counsel after an order to was a factor in denying requested attorneys fees D. holding that emtala applies to any and all patients E. holding that trial court abused its discretion in ordering chiropractor to disclose the identity of all patients that had any type of connection to the plaintiffs attorneys and to produce all billing records for services rendered to attorneys or patients

assistant: The best answer is E. holding that trial court abused its discretion in ordering chiropractor to disclose the identity of all patients that had any type of connection to the plaintiffs attorneys and to produce all billing records for services rendered to attorneys or patients
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: or maintain its monopoly in jarred baby food. In order to successfully recoup losses through higher-than-competitive prices, a firm must have the power to control prices and have sufficient staying power to be able to charge those prices for long enough to make up its losses. Brooke Group, 509 U.S. at 225, 113 S.Ct. 2578; Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 590-91, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). Beech-Nut alleges that Gerber has market power in infant cereal and jarred baby food. The allegation of market power includes not only Gerber’s allegedly 70-86% share of the relevant markets, but also barriers to entry. See Rebel Oil Co. v. Atl. Richfield Co., 51 F.3d 1421, 1434 (9th Cir.1995) (discussing market power); cf. Hunt-Wesson Foods, 627 F.2d at 925 (<HOLDING>). Beech-Nut also claims that it has been driven Options: A. holding that market participant socal edison is in privity with the california power exchange corporation not with other market participants B. holding that an allegation of a 65 market share could be the basis for inferring market power and thus defeated a 12b6 motion to dismiss C. recognizing implied duty to market D. holding that a contract for an exclusive agency to market a product contains an implied promise to use all reasonable efforts to market the product E. holding that changes in the baseball card market between 1965 and 1980 foreclosed any argument that a definition of the relevant market by the federal trade commission could preclude relitigation of the market definition issue

assistant: The best answer is B. holding that an allegation of a 65 market share could be the basis for inferring market power and thus defeated a 12b6 motion to dismiss
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 shall not permit mechanic's or other liens to be placed upon the Property, Building, Premises or Tenant's leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant, including without limitation the Tenant Work and any Alteration. If a lien is so placed, Tenant shall, within 20 days of demand from Landlord, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to discharge the lien within such 20 days, then, in addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall, within 30 days after receipt of an invoice from Landlord, reimburse Landlord for any amount paid by Landlord, including reasonable attorneys' fees, to bond or insure over the lien or discharge the lien.

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 legal provision and list the applicable contract clause categories. Provision: (a) EACH BORROWER, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower and its successors and assigns hereby fully, finally, and forever releases and discharges Lender and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or in equity, that Borrower has or in the future may have, whether known or unknown, in respect of the Loan Documents or the actions or omissions of Lender in respect of the Loan Documents and arising from events occurring prior to the date hereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: no software from the service may be downloaded , exported , or re-exported ( i ) into ( or to a national or resident of ) any country or other jurisdiction to which the united states has embargoed goods , software , technology or services ( which , as of the effective date of this user agreement , includes cuba , north korea , iran , sudan and syria ) , or ( ii ) to anyone on the u.s. treasury department 's list of specially designated nationals or the u.s. commerce department 's table of deny orders , or ( iii ) to anyone on the u.s. department of commerce 's bureau of industry and security entities list as published in the export administration regulations ( including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting u.s. origin items to embargoed countries or terrorist end-uses ) .

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: This Agreement will be governed, construed, and interpreted under the laws of the State of Florida and, where applicable, Federal law, without giving effect to principles of conflict of law thereof. Except as provided under paragraph 3 of Exhibit 2 , any dispute or controversy arising under or in connection with this Agreement (including any exhibit to this Agreement) shall be settled exclusively by arbitration in the City of Jacksonville, Duval County, Florida in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. Judgement may be entered on the arbitrator’s award in any court having jurisdiction. Except as provided in paragraph 10 of Exhibit 2 , each party shall bear its own fees and costs in relation to any such action and the parties shall evenly share the fees of the American Arbitration Association, provided, that if CSX does not substantially prevail in any arbitration proceeding, it shall pay and reimburse the full amount of the fees of the American Arbitration Association.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As an employee of the Company you will become a co-employee of Insperity, Inc. for purposes including benefits. You will be provided with a Forms and Policies booklet which outlines the Company’s policies and programs. You will also be provided with copies of benefits booklets which outline the Company’s benefit programs and currently include health, life, disability, vision and dental insurance coverage, as well as 401(k) and tuition reimbursement.

assistant: Benefits
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: “clearly indicated] that it [wa]s mandatory in nature.” Id. at 829. As such, Broward County was “the exclusive and mandatory forum in the case at bar.” Id. Without any discussion, this court reversed and remanded for dismissal, not transfer. Id There is nothing in Golf Scoring to suggest that the notion of a transfer to Broward County was ever presented to the trial court or to this court'. Because the transfer/dismissal issue was not a litigated issue in the case, Golf Scoring does not stand for the proposition that dismissal is the proper remedy in all ca CA 1999) (reversing the order of dismissal for improper venue and remanding for the trial court to transfer the case to a proper venue because dismissal is disfavored); McClain v. Crawford, 815 So.2d 777, 778 (Fla. 2d DCA 2002) (<HOLDING>); Gross v. Franklin, 387 So.2d 1046, 1049 (Fla. Options: A. holding that even if venue was improper the case should have been transferred not dismissed B. recognizing that if the plaintiff files suit in a county where venue does not lie the plaintiff waives the right to choose and the defendant may have the suit transferred to a proper venue C. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well D. holding habeas petition should be transferred not dismissed for improper venue E. holding that if a modification petition is filed in a county where venue is appropriate it is improper to transfer the venue to another county merely because venue also would have been proper in the other county however once an enforcement proceeding is undertaken in an appropriate venue venue is improper in a different county over a subsequently filed petition to modify the decree which was the subject of the enforcement proceedings

assistant: The best answer is A. holding that even if venue was improper the case should have been transferred not dismissed
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: usually does not owe a fiduciary duty to his client. Franklin Supply Co. v. Tolman, 454 F.2d 1059, 1065 (9th Cir.1971); Arnold, Breach of Fiduciary Duty, at 849. We simply do not have enough information to decide whether the appellee owed a fiduciary duty to the appellant. However, we still conclude that the appellant’s negligence action was “inherently undiscovera-ble.” The appellant’s petition alleged that each of the appellee’s acts and omissions was negligent. Presumably, then, the appellant’s negligence action incorporates the allegation of nondisclosure. Many eases have found a cause of action to be inherently undiscovera-ble when it is based upon (1) the provision of complex services, or (2) secret actions by the defendant. E.g., Kelley v. Rinkle, 582 S.W.2d 947, 949 (Tex.1976) (<HOLDING>); Thomson v. Espey Huston & Assocs., Inc., 899 Options: A. holding propane gas to be an inherently dangerous product B. holding in the context of a fcra violation that a jury could find that a consumers credit score was negatively influenced by the failure to list a debt as disputed because evidence was presented that when a credit reporting agency received notice of a dispute it records the dispute in the credit report and does not include the derogatory information in assessing the credit score C. holding that a credit report on a prospective lessee of commercial real estate was not subject to the act D. holding the preparation of a libelous credit report to be inherently undiscoverable E. recognizing statutory credit

assistant: The best answer is D. holding the preparation of a libelous credit report to be inherently undiscoverable
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 Section 24, including without limitation the rights of the Executive and obligations of Parent and Albireo AB under this Section 24, shall survive the end of the term of this Agreement and the termination of the Executive’s employment with the Company.

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: Taxes ") unless such deduction or withholding is required by law. If the Borrower or the Guarantor is required by law to make such withholding or deduction, then the Borrower or the Guarantor shall pay such additional amounts (the " Additional Amounts ") as may be necessary in order that the net amounts received by the Lender after such deduction or withholding shall equal the respective amounts of principal and interest which would have been receivable under the Loan Agreement in the absence of such deduction or withholding. The foregoing does not apply to the extent any such withholding or deduction is attributable to a FATCA Deduction required to be made by a party to this Loan Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the absence of a direct conflict, a state law violates the supremacy clause when it ‘stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.’ ” Id. at 186-87 (quoting Mass. Med. Soc’y v. Dukakis, 815 F.2d 790, 791 (1st Cir.1987) (citations omitted)). 1. Presumption Against Preemption Defendants vigorously contend that there should be no presumption against preemption in this context, for “[pjolicing fraud against federal agencies is hardly ‘a field which the States have traditionally occupied,’ ... such as to warrant a presumption against finding federal preemption of a state-law cause of action.” Buckman, 531 U.S. at 347, 121 S.Ct. 1012 (quoting Rice v. Santa Fe Elevator Corp., 331 U.S. 218, 230, 67 S.Ct. 1146, 91 L.Ed. 1447 (1947)) (<HOLDING>). The Courts have long presumed that the Options: A. holding fraudulent representations to the fda could not sustain statelaw claims B. holding that plaintiffs state claims were not preempted because defendant failed to show that these claims rested on standards other than those permitted by the fda C. holding that state claims for fraudulent submissions to the fda were preempted D. holding the state law claims were not preempted E. holding that state law fraud on the fda claims were impliedly preempted by the food drug and cosmetic act

assistant: The best answer is C. holding that state claims for fraudulent submissions to the fda were preempted
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: for denying confrontation.” Id. In addition, the hearsay statement must be reliable. Id. A court’s failure to perform this balancing test may be harmless if the evidence overwhelmingly demonstrates that the defendant violated the terms of his supervised release. Id. If admission of hearsay evidence violates due process, “the defendant bears the burden of showing that the court explicitly relied on the information;” the defendant must show “(1) that the challenged evidence is materially false or unreliable, and (2) that it actually served as the basis for the sentence.” See United States v. Taylor, 931 F.2d 842, 847 (11th Cir.1991) (quotation omitted) (discussing the admissibility of hearsay testimony in the context of a probation revocation hearing); see also Frazier, 26 F.3d at 113 (<HOLDING>). Here, even assuming arguendo that the Options: A. holding that the petitioners attempted distinction between parole and probation hearings does not affect this courts mootness determination because spencer applies to the revocation of supervised release B. holding that there is no constitutional right to representation by counsel at a parole revocation C. holding that revocation of the harriss parole like revocation of a defendants probation did not subject him to double jeopardy under the united states constitution because of similarities between the two D. holding that standard for revocation of probation is preponderance of the evidence E. holding that there is no significant conceptual difference between the revocation of probation or parole and the revocation of supervised release

assistant: The best answer is E. holding that there is no significant conceptual difference between the revocation of probation or parole and the revocation of supervised release
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 of this shall commence on the , and shall continue in full force and effect on a country-by-country, , Sunesis Product-by-Sunesis Product, -by- , BIIB062 Product-by-BIIB062 Product, and Reverted Product-by-Reverted Product basis until expiration of both ’ royalty payment obligations in such country with respect to such , , , or , as applicable, in each case unless earlier terminated as provided in this Article (the “ ”).

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: Notwithstanding anything herein to the contrary, the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with this Severance Agreement (including any taxes arising under Section 409A of the Code). Employer may withhold from any benefits payable under this Severance Agreement, and pay over to the appropriate authority, all federal, state, county, city or other taxes (other than any excise tax imposed under Section 4999 of the Code or any similar tax to which the indemnity provisions of Section 6(e) of this Severance Agreement shall apply) as shall be required pursuant to any law or governmental regulation or ruling.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: immediate relative of the alien, but not including less compelling circumstances) beyond the control of the alien. 8 U.S.C. § 1252(f)(2) (1994). See also In re Assaad, 23 I. & N. Dec. 553, 558 (BIA Feb. 12, 2003); Matter of Grijalva-Barrera, 21 I & N Dec. 472, 474 (BIA 1996) (finding rescission of an in absentia deportation order under § 242B(e)(3)(A), when petitioner filed to reopen within 180 days of the deportation order due to exceptional circumstances). Both the immigration court and the Board noted that the 180 day time period prescribed in § 242B(c)(3)(A) could be subject to equitable tolling due to Muresan’s ineffective assistance of counsel and, thus, suspended from running until Scorteanu had received actual notice. See Iturribarria v. INS, 321 F.3d 889, 897-98 (9th Cir.2003) (<HOLDING>); see also Rodriguez-Lariz v. INS, 282 F.3d Options: A. holding title vii subject to equitable tolling B. holding that equitable tolling is available where petitioners attorney engaged in fraudulent or deceptive acts C. holding equitable tolling requires fraudulent conduct beyond the nondisclosure itself D. holding that equitable tolling is available for petitions filed pursuant to 28 usc 2255 E. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling

assistant: The best answer is B. holding that equitable tolling is available where petitioners attorney engaged in fraudulent or deceptive acts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event a Change in Control of the Corporation (as defined in the Plan) occurs prior to the end of the Performance Measurement Period, the Administrator shall determine the number of shares of Stock to be issued in accordance with the principles set forth in Paragraph 2 based upon the Corporation’s performance relative to the Peer Group’s during the Shortened Performance Measurement Period. In the event a Change in Control of the Corporation (as defined in the Plan) occurs after the end of the Performance Measurement Period but prior to the Vesting Date, the Administrator shall determine the number of shares of Stock to be issued to the Grantee in accordance with the provisions of Paragraph 2. The requirement that the Grantee be employed by the Corporation through the Vesting Date shall be waived in the event of a Change in Control of the Corporation.

assistant: Change In Control
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: grandmother on every birthday, Easter, and Christmas was required to include those amounts as income. The court ruled a gift regularly received from a dependable party may be considered in determining a parent’s child support obligation. Barnier v. Wells, 476 N.W.2d 795 (Minn.Ct.App.1991). An opposing view is found in other jurisdictions. There, the courts have refused to consider gifts as income to a parent for purposes of calculating child support obligations. The rationale for refusing to include gifts for this purpose is that the donors have no legal obligation to continue with the practice of making gifts. See In Re Marriage of Harmon, 210 Ill.App.3d 92, 154 Ill.Dec. 727, 568 N.E.2d 948 (1991); True v. True, 615 A.2d 252 (Me.1992); Ikard v. Ikard, 819 S.W.2d 644 (Tex.Ct.App.1991) (<HOLDING>). In a ease very similar to this case, the Options: A. holding that a claimant is required to establish a physical inability to follow any occupation from which he can earn a reasonably substantial income rising to the dignity of an income or livelihood although the income may not be as much as was earned prior to the disability B. holding a state cannot impose an income tax on indians whose income is solely from reservation sources C. holding gifts cannot be considered as income to the recipient unless the donor has a legal obligation to make them D. holding that insurance obligation was primary to indemnity obligation E. holding that obligor who is incarcerated for crime other than failure to pay support should be relieved of obligation unless obligor has other income or assets

assistant: The best answer is C. holding gifts cannot be considered as income to the recipient unless the donor has a legal obligation to make them
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, warranties, covenants and agreements made by or on behalf of the Credit Parties in connection herewith shall survive the execution and delivery of the Loan Documents and shall not be affected by any investigation made by any Person. The term of this Agreement shall be until the termination or lapse of all Commitments, the final maturity of each Note, the payment of all amounts due under the Loan Documents, and the return of all outstanding Letters of Credit (or the cash collateralization of all outstanding Letters of Credit in an amount equal to 105% of the aggregate Letter of Credit Exposure Amount then outstanding). If Letters of Credit are Cash Collateralized in connection with a termination of this Agreement pursuant to the preceding sentence, any excess cash collateral following the expiration or cancellation of all such Letters of Credit and the payment of all advances, fees, costs and expenses in connection therewith and all other outstanding obligations shall be promptly returned to the Borrowers’ Agent.

assistant: Survival