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: Without the prior written consent of the Investor, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a “Related Party”), except for (1) customary employment arrangements and benefit programs on reasonable terms, (2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested Third-Party other than such Related Party,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (1) has a 5% or more equity interest in that person or entity, (2) has 5% or more common ownership with that person or entity, (3) controls that person or entity, or (4) is under common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

assistant: Transactions With Affiliates
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: herself, to get her own meals, to perform household chores or to drive. Similarly, at work Gretillat found ways to perform tasks that otherwise might involve squatting, crouching, crawling or kneeling. For example, instead of squatting to get things out of the bottom of a refrigerator, Gretillat would bend over sideways, get a pair of tongs or a long-handled spoon or ask a co-worker to help. Gretillat’s admitted ability to compensate for her limitations weighs against a finding that she is disabled under the ADA. See Williams, 534 U.S. at 198, 122 S.Ct. 681 (directing district courts to analyze “the extent of the limitation ... in terms of [the plaintiffs] experience” and the individual’s ability to compensate for the impairment) (citing Albertson’s, 527 U.S. at 567, 119 S.Ct. 2162) (<HOLDING>); Ristrom, 370 F.3d at 769 (holding that the Options: A. holding that an individual is presumed to intend the natural consequences of the individuals actions B. holding that episodic multiple sclerosis is categorized as an impairment that will consistently meet the definition of disability and a ministroke is categorized as an impairment that may be disabling for some individuals but not for others C. holding that monocular vision is not invariably a disability but should be analyzed on an individual basis taking into account the individuals ability to compensate for the impairment D. holding that the determination of whether an individual is disabled should be made with reference to measures that miti gate the individuals impairment including in this instance eyeglasses and contact lenses E. holding that a claimants failure to list an impairment either in her application for disability benefits or through her testimony disposes of the claim because the alj was under no obligation to investigate a claim not presented at the time of the application for benefits and not offered at the hearing as a basis for disability

assistant: The best answer is C. holding that monocular vision is not invariably a disability but should be analyzed on an individual basis taking into account the individuals ability to compensate for the impairment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Company will pay to Executive base salary at the rate of Five Hundred Fifty Thousand Dollars ($550,000) per year (“Base Salary”), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company’s payroll practices for its employees from time to time. The Compensation Committee of the Board of Directors of the Company (or the full Board, if there is no Compensation Committee) shall review Executive’s Base Salary annually and may increase (but not decrease) Executive’s Base Salary from year to year. Such adjusted salary then shall become Executive’s Base Salary for purposes of this Agreement. The annual review of Executive’s salary by the Board will consider, among other things, Executive’s own performance, and the Company’s performance.

assistant: Base Salary
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: loss and its cause, not in 1971 when another physician confirmed that his hearing loss resulted from his treatment at the VA hospital. Id. at 122-23, 62 L. Ed. 2d at 269-70. The Court further stated: We . . . cannot hold that Congress intended that ‘accrual’ of a claim must wait awareness by the plaintiff that his injury was negligently inflicted. A plaintiff . . ., armed with facts about the harm done to him, can protect himself by seeking advice in the medical and legal community. To excuse him from promptly doing so by postponing the accrual of his claim would undermine the purpose of the limitations statute[.] Id. at 123, 62 L. Ed. 2d at 270. The Kubrick Court emphasized a claimant’s affirmative duty to investigate his injury with reasonable diligence. Id.; see also Albert at 544 (<HOLDING>); Fries at 1095 (holding an injured plaintiff Options: A. holding that defendant was not resident of his mothers household even though his drivers license listed his mothers address and he received mail there because he expressed a belief that his residence was in a different location than his mothers home he rented and occupied his own residence and he testified that he was only living with his mother after expiration of his lease until he could find another place to live B. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present C. holding that a title vii retaliation claim was not properly before the court because although the plaintiff had not been fired when he filed his complaint the plaintiff never amended his complaint to include a claim of retaliation based on his termination D. holding that state could not deny unemployment compensation benefits to a jehovahs witness who terminated his employment because he believed his work in the production of a weaponsrelated product violated the principles of his religion E. holding once the plaintiff who had filed a fela claim concluded that he was injured and believed the injury was caused by his employment he had a duty to investigate the situation in order to confirm or deny his belief

assistant: The best answer is E. holding once the plaintiff who had filed a fela claim concluded that he was injured and believed the injury was caused by his employment he had a duty to investigate the situation in order to confirm or deny his belief
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: officers’ comments were not particularly “evocative.” Id. As such, the defendant “was not subjected/by the police to words or actions that the police should have known were likely to elicit an incriminating response.” Id. Innis clearly establishes that interrogation includes express questioning or its functional equivalent — any words or actions that police should know are reasonably likely to elicit an incriminating response. Id. at 300-02, 100 S.Ct. 1682. The Supreme Court has provided little additional guidance on what constitutes the functional equivalent of express questioning, although it has suggested that interrogation may be limited to “compelling influences, psychological ploys, or direct questioning.” Arizona v. Mauro, 481 U.S. 520, 529, 107 S.Ct. 1931, 95 L.Ed.2d 458 (1987) (<HOLDING>). Innis thus provides a very general rule, and Options: A. holding that defendants request to speak to his parents was not an invocation of the right to remain silent because defendant never gave the police any indication that he wanted to stop talking only indicating he wanted to take a break from the interrogation to speak with his parents B. holding that allowing suspect to speak with his wife in the presence of a police officer was not interrogation as it did not fall into any of these categories C. holding that questioning of a juvenile by a principal in presence of a police officer did not constitute an interrogation because principal was sole questioner and was not acting as an agent for police D. holding that fifth amendment protection against selfincrimination requires police to notify suspect of right to counsel and to cut off interrogation once suspect invokes the right absent counsel further interrogation may not occur unless suspect initiates subsequent conversation if police initiate subsequent interrogation there can be no valid waiver of counsel even though police advise suspect of his or her constitutional rights and suspect acquiesces in the interrogation E. holding that discharge of a police officer for the choice to enter into a relationship with the wife of his superior officer on the force was rational

assistant: The best answer is B. holding that allowing suspect to speak with his wife in the presence of a police officer was not interrogation as it did not fall into any of these categories
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: instructed payroll to stop, but despite my instructions some payroll continued.” Ibid. The IRS denied this claim as well, “because [the plaintiff] previously filed a Claim for Refund, Form 843, and the claim was denied on April 29, 2005.” Def.’s Mot., Ex., Decl. of Joann Rogers, Ex. E. The accompanying explanatory letter stated that the plaintiff must file suit within two years of the April 29, 2005 disallowance. Ibid. However, the plaintiff did not file the complaint until June 11, 2007. The go 12 (N.D.Ohio 1955) (stating that the section of the Internal Revenue Code limiting time for commencement of action for recovery of internal revenue tax paid is jurisdictional, and where claim is barred, action must be dismissed.); Schmitt v. Kavanagh, 91 F.Supp. 659, 662 (E.D.Mich.1950) (<HOLDING>). The parties agree that the complaint was Options: A. holding that the time within which suit may be brought after disallowance of a claim by irs is not controlled by a statute of limitation as generally understood but on conditions under which the united states has consented to be sued B. holding that in statute authorizing suits against united states limits time period in which such suits may be brought united states retains its sovereign immunity as to any suits brought outside of that time period therefore court does not have subject matter jurisdiction over suit against united states that is barred by statute of limitations C. holding that wjaiver of the right to remove must be clear and unequivocal and that standard was not met by an agreement in which defendants consented to filing of suit in state court but which did not address removal D. recognizing that under illinois law parties are free to contract for a time period within which a suit may be brought which is less than the general statute of limitation period applicable to written contracts E. holding that six employees bringing suit under title vii were not in privity with the united states which had brought a previous suit against the same employer because the employees sought a type of relief which the united states had not sought

assistant: The best answer is A. holding that the time within which suit may be brought after disallowance of a claim by irs is not controlled by a statute of limitation as generally understood but on conditions under which the united states has consented to be sued
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 give a requested Ha/mpton/Kociolek charge concerning a defendant’s oral statements should not justify the time or expense of a retrial. [Ibid.] The Appellate Division has also held that the failure of a trial court to provide a Hampton charge, notwithstanding the defendant’s failure to request such a charge, constitutes plain error. For example, in State v. Nutter, 258 N.J.Super. 41, 609 A.2d 65 (App.Div.1992), the court held that it was error not to instruct a jury on its duty to determine if the defendant’s statement made to the police was credible. Id. at 60, 609 A.2d 65. Because the court had already decided a retrial was necessary on other grounds, it provided no further comment on the Hampton issue. See also State v. Jones, 287 N.J.Super. 478, 484, 671 A.2d 586 (App.Div. 1996) (<HOLDING>). The Appellate Division, however, has also Options: A. holding that the trial court committed reversible error in instructing the jury on a principals theory because there was no evidence that the appellant acted in concert with anyone in committing the charged offenses B. holding that trial court committed reversible error in not instructing jury to determine credibility of incriminating statements attributed to defendant by state trooper C. holding that there is no error in instructing the jury on alternative theories if there is sufficient evidence that the defendant committed firstdegree murder D. holding that defendants conviction must be vacated where defendant argued that trial court committed plain error in instructing jury on nonexistent crime of attempted second degree murder E. holding that the trial court committed fundamental error in not instructing the jury on the knowledge element of the offense of resisting an officer without violence when that element was in dispute at trial

assistant: The best answer is B. holding that trial court committed reversible error in not instructing jury to determine credibility of incriminating statements attributed to defendant by state trooper
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: seek an Ex Parte Order Vacating the Automatic Stay. (Murphy Cert. Ex. G at V 5) 7 . The record is somewhat unclear as to how many payments Plaintiffs missed. Washington Mutual’s motion to vacate the stay asserts that Plaintiffs failed to make payments for February, March, and April, 2005. (Murphy Cert. Ex. L) However, the order resolving the motion states that "Debtor is presently delinquent in post-petition payments for the months of April 2005 through May 2005.” (Id.Ex. M) Perhaps Plaintiffs made two payments between the motion and the order, but the Court cannot make that conclusion based on the documents bef Court of Appeals to directly consider the issue, and the other courts that have made similar rulings. See Vega v. T-Mobile USA, Inc., 564 F.3d 1256, 1268 n. 12 (11th Cir. 2009) (<HOLDING>); but see Falcon v. Philips Elecs. N. Am. Options: A. holding that tolling applies to a subsequent class action when class certification was granted in a prior case B. holding that putative class members are not parties to an action prior to class certification C. holding that the court retained cafa jurisdiction even though class certification was denied D. holding that a district of columbia consumer protection statute that authorized representative actions and did not reference class action requirements or mandate class certification was a separate and distinct procedural vehicle from a class action and thus did not constitute a class action under cafa E. holding that cafa jurisdiction survived denial of class certification

assistant: The best answer is E. holding that cafa jurisdiction survived denial of class certification
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Holder represents, warrants and covenants to the Company as follows: (a) The Holder is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full capacity, right, corporate, partnership, limited liability company or similar power and authority, as applicable, to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Holder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Holder. This Agreement has been duly executed by the Holder, and when delivered by the Holder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Holder, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 37 L.Ed.2d 996 93 S.Ct. 2820 413 U.S. 838 Donald W. FAUSNER et ux.v.COMMISSIONER OF INTERNAL REVENUE. No. 72—1396. June 25, 1973. Rehearing Denied Oct. 9, 1973. See 414 U.S. 882, 94 S.Ct. 43. PER CURIAM. 1 Petitioner Donald Fausner, a commercial airlines pilot, who regularly traveled by private automobile from his home to his place of employment and back again, a round trip of approximately 84 miles, sought to deduct the entire cost of commuting under § 162(a) of the Internal Revenue Code of 1954, on the theory that his automobile expenses were incurred to transport his flight bag and overnight bag and thus constituted ordinary and necessary business expenses. It is not disputed that petitioner would have commuted by private automobile regardless of whether he had to transport his two bags. The Tax Court disallowed the deduction in toto. On appeal, the Court of Appeals for the Fifth Circuit affirmed the decision of the Tax Court. 472 F.2d 561. 2 This issue has been addressed by two other circuits, Sullivan v Commissioner of Internal Revenue, 368 F.2d 1007 (CA2 1966), and Tyne v. Commissioner of Internal Revenue, 385 F.2d 40 (CA7 1967). Both of these circuits concluded that some allocable portion of the expenses incurred could be deducted as an ordinary and necessary business expense. The Court of Appeals for the Fifth Circuit refused to follow those cases on the ground that there was no rational basis for any allocation between the nondeductible commuting component and the deductible business component of the total expense. 3 As the Court of Appeals indicated, Congress has determined that all taxpayers shall bear the expense of commuting to and from work without receiving a deduction for that expense. We cannot read § 262 of the Internal Revenue Code1 as excluding such expense from 'personal' expenses because by happenstance the taxpayer must carry incidentals of his occupation with him. Additional expenses may at times be incurred for transporting job-required tools and material to and from work.2 Then an allocation of costs between 'personal' and 'business' expenses3 may be feasible. But no such allocation can be made here. 4 We grant the petition for certiorari and affirm the judgment below. 5 Judgment affirmed. 6 Mr. Justice BLACKMUN would grant the petition for a writ of certiorari and set the case for oral argument. 1 'Except as otherwise expressly provided in this chapter, no deduction shall be allowed for personal, living, or family expenses.' 26 U.S.C. § 262. 2 See Rev.Rul. 63—100, 1963—1 Cum.Bull. 34. 3 Sec. 162(a) of the Internal Revenue Code of 1954, 26 U.S.C. § 162(a).

assistant: 12
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 the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment . Delivery of an executed counterpart of this Amendment by facsimile or other electronic delivery (including ".pdf") shall be equally effective as delivery of an original executed counterpart of this Amendment.

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: This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Joinder Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic imaging means (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Joinder 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 case excerpt and choose the best holding from the options. Case excerpt: of :<* ; ion and give the trial court the ¡:.ty to make a ruling on it; and (2) v posing counsel the opportunity to ' aKO M „ -ropriate action to remove the ob-joctío' i * i* provide other testimony. Garza v. State, 126 S.W.3d 79, 82 (Tex.Crim.App. 2C04) Here, appellant’s counsel simply objecr-ed to the argument and quoted the allegedly objectionable phrase. On appeal, appellant contends the statement was improper because it was outside the record and it encouraged the jurors to conduct an experiment. However, appellant did not inform the trial judge of either objection she now raises. Nor can we say that the nature of the objection now before us is apparent from the context and the circumstances presented. See Heidelberg v. State, 144 S.W.3d 535, 542-43 (Tex.Crim.App.2004) (en banc) (<HOLDING>). We overrule appellant’s fifth issue. 2. Options: A. holding that general objection did not preserve error on appeal B. holding that objection on grounds of relevance does not preserve an objection for lack of authentication C. holding that where defense counsel made a timely objection and it was overruled by the trial court a further request for a mistrial was unnecessary and futile since the reasons for the objection were apparent and the trial courts denial of the objection indicated its belief the jury could properly hear the matter which was the subject of the objection D. holding that to preserve an alleged error in the admission of evidence a timely objection must be made to the introduction of the evidence specific grounds for the objection should be stated and a ruling on the objection must be made by the trial court E. holding appellant failed to preserve error when trial judge overruled objection without comment and record gave no indication of basis for objection asserted on appeal

assistant: The best answer is E. holding appellant failed to preserve error when trial judge overruled objection without comment and record gave no indication of basis for objection asserted on appeal
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: financial standards specified by the Secretary,” 42 U.S.C. § 1395w-3(b)(2)(A)(ii) — the text itself provides no more guidance beyond this general statement. Where Congress “has ‘not specified the level of specificity expected of the agency, the agency is entitled to broad deference in picking a suitable level.’ ” Cement Kiln Recycling Coalition v. EPA 493 F.3d 207, 217 (D.C.Cir.2007); see also Animal Legal Defense Fund, Inc. v. Glickman, 204 F.3d 229, 235 (D.C.Cir.2000) (“[W]e accord agencies broad deference in choosing the level of generality at which to articulate rules.”). Similarly, if the underlying statutory language does not require a particular methodology, the Court cannot demand that the agency implement such a test. See New Mexico v. EPA 114 F.3d 290, 295 (D.C.Cir.1997) (<HOLDING>). Thus, for example, in Cement Kiln the D.C. Options: A. holding that epa need not incorporate particular tests when evaluating applications if relevant statutory language does not explicitly require such tests B. holding that these tests are directed at ensuring that particular anticompetitive mechanisms operate because of a deliberate and intended state policy C. holding that blood tests do not infringe significant privacy interests D. holding breachofcontract claim preempted because contract did not explicitly incorporate a federallaw provision E. holding that the best interest of the child was the proper standard to apply in determining whether blood tests should be conducted

assistant: The best answer is A. holding that epa need not incorporate particular tests when evaluating applications if relevant statutory language does not explicitly require such tests
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 any time and from time to time, upon the request of Administrative Agent, and at the sole expense of such Debtor, such Debtor shall promptly execute and deliver all such further instruments and documents and take such further action as Administrative Agent may deem necessary or desirable to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Security Agreement, including, without limitation, (a) the execution and filing of such financing statements as Administrative Agent may require and (b) the deposit of all certificates of title issuable with respect to any of the Collateral and noting thereon the security interest hereunder. A carbon, photographic, or other reproduction of this Security Agreement or of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement and may be filed as a financing statement. Such Debtor shall promptly endorse and deliver to Administrative Agent all documents, instruments, and chattel paper that it now owns or may hereafter acquire.

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 Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive’s relationship with the Company, with the exception of the Change of Control Agreement, the Confidentiality Agreement and any of Executive’s written equity compensation agreements with the Company that are expressly not superseded by the Change of Control Agreement pursuant to Section 11(d) thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 254 F.3d 48, 59 (2d Cir.2001)). The Second Circuit’s holding in John Hancock now represents the majority view. See Washington Square Sec., Inc. v. Aune, 253 F.Supp.2d 839, 841 n. 1 (W.D.N.C.2003) (“The majority view is stated in the John Hancock opinion ... holding that customers of the NASD member firm’s representative/associated person can require the NASD member to submit to arbitration”) (internal citation omitted); see also Daugherty v. Washington Square Sec., Inc., 271 F.Supp.2d 681, 689-90 (W.D.Pa.2003) (“The majority of fedefal courts faced with interpreting NASD Rule 10301(a) concluded that NASD members must arbitrate disputes raised by customers of their associated persons”). It has been adopted by the S 130291, *1, 2002 U.S. Dist. Lexis 26527, *4 (E.D.Pa. Dec. 20, 2002) (<HOLDING>); Washington Square Sec. Inc. v. Sowers, 218 Options: A. holding that customers of registered representative were customers of memberfirm B. holding that investors who were customers of an associated person were not customers of a nasd member without evidence of a firsthand customer relationship C. holding as a general rule that a bank and its customers do not have a special or confidential relationship D. recognizing that the seller may accept the patronage of those customers who were actively dealing with the purchased company on the date of the sale if such customers choose to leave the purchased company without prompting from the seller E. holding that plaintiffs who are customers of a registered representative of a nasd member firm are customers of the nasd member firm for purposes of compelling arbitration

assistant: The best answer is A. holding that customers of registered representative were customers of memberfirm
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 Commitment Agreement is duly executed and delivered by the Company, and is a valid and binding obligation of the Company and enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (such exceptions, as applicable to any person, the “ Enforceability Exceptions ”). The execution, delivery and performance of this Commitment Agreement by the Company, and the consummation by the Company of the transactions contemplated to be undertaken by the Company do not, provided that the representations in paragraph 8.b.iii are true and correct in all material respects as of the Closing Date, (1) violate or conflict with any law or order of any governmental authority applicable to the Company, (2) require any governmental approval (3) violate or conflict with any law or order of any governmental authority applicable to any provision of the Plan and any documents and instruments governing the Plan as contemplated under ERISA § 404(a)(1)(D) (the “ Plan Governing Documents ”) or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which the Company is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Commitment Agreement. The execution, delivery and performance of this Commitment Agreement by the Company, and the consummation by the Company and the Independent Fiduciary of the transactions contemplated to be undertaken by the Company and the Independent Fiduciary do not violate or conflict with the Plan Governing Documents, except where the occurrence of any of the foregoing would not have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Commitment Agreement.

assistant: Enforceability
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 hereby agrees to indemnify, defend and hold the other Party and the other’s directors, officers, shareholders, members, employees and agents harmless from and against any breach by the indemnifying Party of its obligations hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: proposed class. See East Texas Motor Freight Sys., Inc. v. Rodriguez, 431 U.S. 395, 403, 97 S.Ct. 1891, 52 L.Ed.2d 453 (1977) (discussing membership in a proposed class); Reid v. White Motor Corp., 886 F.2d 1462, 1471 (6th Cir.1989) (“A class representative must be part of the class and ‘possess the same interest and suffer the same injury as class members.’”) (citations omitted). While class definitions obviously are tailored to the specifics of every ease, important elements of defining a class include: (1) specifying a particular group that was harmed during a particular time frame, in a particular location, in a particular way; and (2) facilitating a court’s ability to ascertain its membership in some objective manner. Crosby v. Soc. Sec. Admin., 796 F.2d 576, 580 (1st Cir.1986) (<HOLDING>); see Rodriguez v. Berrybrook Farms, Inc., 672 Options: A. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members B. holding that putative class members are not parties to an action prior to class certification C. holding that a class could not be certified because the definition made class members impossible to identify prior to individualized factfinding and litigation and thereby failed to satisfy one of the basic requirements for a class action under rule 23 D. holding that rule 23b2 calls for injunction as to all class members or to none of them and does not authorize class certification when each class member would be entitled to an individualized award of monetary damages E. holding that a district of columbia consumer protection statute that authorized representative actions and did not reference class action requirements or mandate class certification was a separate and distinct procedural vehicle from a class action and thus did not constitute a class action under cafa

assistant: The best answer is C. holding that a class could not be certified because the definition made class members impossible to identify prior to individualized factfinding and litigation and thereby failed to satisfy one of the basic requirements for a class action under rule 23
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) None of Mortgage Borrower, Mezzanine A Borrower, Borrower nor Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Administrative Agent or Collateral Agent of any of its respective rights under this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A) - (D) of the Code or Similar Law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: surrounding the presentation of evidence to the grand jury and the disclosure of grand jury testimony to a key prosecution witness.” Order (Aug. 5, 2003). 4 .The plaintiff submitted this statement of material facts pursuant to Local Rule 7.1(h), now Rule 7(h). “Rule 7.1(h) requires a party moving for summary judgment to provide a statement identifying the undisputed facts that entitle it to judgment as a matter of law, and directs the nonmoving party to respond with a statement listing the facts 'as to which it is contended there exists a genuine issue necessary to be litigated.’ ” Waterhouse v. District of Columbia, 298 F.3d 989, 991 n. 2 (D.C.Cir. 2002) (quoting LCvR 7.1(h)). 5 . See, e.g., King v. Tecumseh Public Schools, 229 F.3d 1152, 2000 WL 1256899, *3 (6th Cir.2000) (Table) (<HOLDING>); Moody v. Town of Weymouth, 805 F.2d 30, 31 Options: A. holding that general allegations of a need for additional discovery will not suffice the person presenting such a claim must show what discovery has been obtained why it is inadequate and the what additional information he expects to obtain from additional discovery B. holding that plaintiffs right to argue a need for discovery prior to the entry of summary judgment was preserved since plaintiff moved to vacate summary judgment ten days later and included precisely the discovery needed and not generalized statements of necessary discovery C. holding that it was within the trial courts discretion to refuse any additional discovery and that the courts refusal to allow additional discovery was not an abuse of discretion D. recognizing that while summary judgment is improper if the nonmovant is not afforded a sufficient opportunity for discovery it is the nonmovants responsibility to inform the district court of the need for discovery by filing an affidavit pursuant to rule 56f of the federal rules of civil procedure or filing a motion requesting additional discovery E. holding that entry of summary judgment while a motion for additional discovery was pending should be construed as an implicit denial of the motion for additional discovery

assistant: The best answer is E. holding that entry of summary judgment while a motion for additional discovery was pending should be construed as an implicit denial of the motion for additional discovery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “ Closing ”) to be held at 10:00 a.m., Dallas, Texas time, on the later of January 2, 2019 or the date that is three (3) Business Days after the last of the conditions to Closing set forth in ARTICLE VI have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Clark Hill Strasburger, 901 Main Street, Suite 6000, Dallas, Texas 75202, or at such other time or on such other date or at such other place as Seller and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the “ Closing Date ”), to be effective as of 12:01 a.m. on January 1, 2019 (the “ Effective Time ”).

assistant: Closings
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 constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreement, provided that, except to the extent explicitly provided herein, this Agreement shall not affect the terms of any Existing Equity Awards in a manner detrimental to the Executive and provided further that the following agreements will not be superseded by this Agreement but will remain in full force and effect in accordance with their terms: the Proprietary Agreement and the Indemnification Agreement between the Executive and the Company dated January 16, 2017.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree that the shares of Restricted Stock are granted under and governed by the terms and conditions of the Plan and this Agreement. In the event of any conflict, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary in the Agreement, JPMorgan may assign any of its rights or duties hereunder to any one or more of its Affiliates without the prior written consent of Counterparty; provided that such Affiliate has long-term credit ratings equal to or better than the long-term credit ratings of JPMorgan at the time of transfer. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, JPMorgan may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of any Transaction and any such designee may assume such obligations. JPMorgan may assign the right to receive Settlement Shares to any third party who may legally receive Settlement Shares. JPMorgan shall be discharged of its obligations to Counterparty only to the extent of any such performance. For the avoidance of doubt, JPMorgan hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of JPMorgan’s obligations in respect of any Transaction are not completed by its designee, JPMorgan shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations.

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 legal provision and list the applicable contract clause categories. Provision: At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be necessary in order to consummate the subscription as contemplated by this Subscription 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 case excerpt and choose the best holding from the options. Case excerpt: while student disciplinary proceedings may resemble a criminal trial in some limited respects and while certain university rule and regulation violations may also constitute criminal behavior, student disciplinary proceedings do not present matters for adjudication by a court of law. See First Amendment Coalition v. Judicial Inquiry and Review Board, 784 F.2d 467, 471-77 (3d Cir.1986) (en banc) (denying right of access to judicial disciplinary proceedings and records unless the records subsequently are filed in a court of law); Jessup v. Luther, 277 F.3d 926, 928-29 (7th Cir.2002) (noting that settlement agreements and arbitrations are private documents subject to a right of access only when filed in the court record); United States v. El-Sayegh, 131 F.3d 158, 162-63 (D.C.Cir.1997) (<HOLDING>). Therefore, we decline to evaluate student Options: A. recognizing that first amendment provides qualified right of access to judicial documents B. recognizing common law right of access to judicial documents C. holding that there is no first amendment right of access to presentence reports D. holding that there is no right of public access to documents considered in civil discovery motions E. holding that there is no first amendment or common law right of access to documents which played no role in a judicial decision

assistant: The best answer is E. holding that there is no first amendment or common law right of access to documents which played no role in a judicial decision
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 of the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

assistant: Jurisdictions