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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: N.J. at 393, 643 A.2d at 550.] The context of the preparation and distribution of the manual in this case supports the finding that the manual was intended to constitute an enforceable employment contract. Woolley, supra, 99 N.J. at 299, 491 A.2d 1257; see Schwartz v. Leasametric, Inc., 224 N.J.Super. 21, 31, 539 A.2d 744 (App.Div.1988). The entire manual was distributed to a substantial number of Wakefem’s workforce, although Nicosia may not have received it. See Woolley, supra, 99 N.J. at 304-05 n. 10, 491 A.2d 1257; Gilbert v. Durand Glass Mfg. Co., Inc., 258 N.J.Super. 320, 330, 609 A.2d 517 (App.Div.1992). As was the manual in Woolley, Wakefem’s manual, coincidentally, was distributed to 300 of the 3,000 person workforce. See also Witkowski, supra, 136 N.J. at 395, 643 A.2d at 551 (<HOLDING>); Preston v. Claridge Hotel & Casino, 231 Options: A. holding that internal policy memorandum not generally distributed to employees did not create an implied condition to an employees contract even though that employee had requested an obtained a copy B. holding employee manual binding based in part on its widespread distribution C. holding an employee manual did not create contract restricting the employmentatwill relationship D. holding enforceable employee manual that was distributed to all employees E. holding even in context of employee manual that policy which included agreement to provide annual salary increase of five percent did not constitute contract between city and employees and distinction between atwill employees and public employees was not dispositive in this context

assistant: The best answer is D. holding enforceable employee manual that was distributed to all employees
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 subject-matter jurisdiction can be made in a preliminary hearing or should await a fuller development of the merits of the case must be left largely to the trial court’s sound exercise of discretion. Bland, Indep. Sch. Dist., 34 S.W.3d at 555. A. Standing to Sue for Negligence and Negligent Misrepresentation Standing to sue on the common-law claims of negligence and negligent misrepresentation must be determined by common-law rules. We turn to those principles now. Some of the most recent Texas Supreme Court cases on standing ask whether the plaintiff is “personally aggrieved.” See Nootsie, Ltd. v. Williamson County Appraisal Dist., 925 S.W.2d 659, 661 (Tex.1996) (“A plaintiff has standing when it is personally aggrieved.”); see also M.D. Anderson Cancer Ctr., 52 S.W.3d at 707-08 (<HOLDING>); Coastal Liquids Transp., L.P. v. Harris Options: A. holding officer personally liable because he agreed to personally guarantee payment on an account B. holding that a suspect must be warned prior to any questioning that he has the right to remain silent that anything he says can be used against him in a court of law that he has the right to the presence of an attorney and that if he cannot afford an attorney one will be appointed for him prior to any questioning if he so desires C. holding that a transfer was not voidable because of the lack of any evidence such as appraisals or opinion testimony of the actual value of real properties D. holding that plaintiffs lack of any actual or threatened injury prevents him from being personally aggrieved such that he has any personal stake in the litigation E. holding that absent any actual evidence of injury the plaintiffs allegations were too vague to establish the jurisdictional floor for damages

assistant: The best answer is D. holding that plaintiffs lack of any actual or threatened injury prevents him from being personally aggrieved such that he has any personal stake in the litigation
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: assertion that this evidence was rendered cumulative by counsel’s stipulation that Vonneida had produced child pornography ten years earlier in connection with the conduct underlying his unchallenged conviction for production of child pornography under Count One of the indictment. At least in some circumstances, the prosecution cannot be compelled to stipulate away its evidence. “Indeed, the Supreme Court has noted specifically that the government generally has a right to present evidence, rather than accept a stipulation, to establish the ‘human significance’ of the fact and ‘to implicate the law’s moral underpinnings.’” United States v. Polouizzi, 564 F.3d 142, 153 (2d Cir.2009) (quoting Old Chief v. United States, 519 U.S. 172, 187-88, 117 S.Ct. 644, 136 L.Ed.2d 574 (1997)) (<HOLDING>); see also United States v. Chevere, 368 F.3d Options: A. holding admission of videos containing child pornography was probative of intent to sexually assault a child B. holding trial court did not abuse its discretion in admitting highly probative and relevant evidence of other crimes C. holding the trial court did not abuse its discretion by admitting gangrelated evidence D. holding district court did not abuse its discretion in admitting images and videos of child pornography because the stipulation was not an adequate substitute for the evidence offered E. holding juvenile court did not abuse its discretion in admitting expert testimony

assistant: The best answer is D. holding district court did not abuse its discretion in admitting images and videos of child pornography because the stipulation was not an adequate substitute for the evidence offered
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: plaintiffs limitation of liability claim pending); Bergeron v. Elliot, 466 F.2d 514, 516 n. 3 (5th Cir.1972) (allowing appeal of grant of summary judgment as to one of several defendants). Cf. Jamaica Commodity Trading Co. v. Barge Hercules, 992 F.2d 1162 (11th Cir.1993) (per curiam) (finding no jurisdiction to hear interlocutory appeal of grant of summary judgment on one defendant’s cross-claim against another for indemnification because plaintiffs claims for liability as to any defendant had not been determined). As the District Court did neither of these and did not otherwise determine the rights and liabilities of the parties, McLaughlin’s appeal is not yet ripe for review and cannot be heard by this court. Accord Francis v. Forest Oil Corp., 798 F.2d 147, 149-50 (5th Cir.1986) (<HOLDING>); Upper Miss. Towing Corp. v. West, 338 F.2d Options: A. holding that a pretrial order that the 500 cogsa limitation applied was not appealable under 28 usc 1292a3 B. holding order setting aside summary judgment for procedural irregularity was not immediately appealable C. holding that where an adversary proceeding continues the order is no more a final decision than an order denying summary judgment or denying a request for additional discovery the litigation proceeds and the issue will be reviewed if it turns out to make a difference to an order that is independently appealable D. holding that an order denying summary judgment is not appealable under 1292a3 even though it may have had important procedural consequences E. holding an order denying a motion for summary judgment is interlocutory and not appealable

assistant: The best answer is D. holding that an order denying summary judgment is not appealable under 1292a3 even though it may have had important procedural consequences
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: (HRE) Rule 404(b) (Supp.1994) (“Evidence of other crimes, wrongs, or acts is not admissible to prove the character of a person in order to show action in conformity therewith.”). The timing of the introduction of the fact not in evidence is also relevant. We have previously noted that “ ‘the prosecutor’s argument is likely to have significant persuasive force with the jury.’ ” Basham, 132 Hawai'i at 115, 319 P.3d at 1123 (quoting State v. Klinge, 92 Hawai'i 577, 592, 994 P.2d 509, 524 (2000)). Here, introduction of CWs death during the prosecutor’s rebuttal distinguished it as one of the last facts heard by the jury prior to deliberations, further exacerbating the risk of prejudice. That CWs death was introduced during the State’s rebuttal precluded Nofoa from c 692, 718 (2002) (<HOLDING>). Moreover, the circuit court’s direction to Options: A. holding potential for unfair prejudice related to evidentiary issue dispelled by the circuit courts limiting instruction to the jury B. holding in a criminal context that the probative value of evidence of other crimes is not substantially outweighed by danger of unfair prejudice where the court will give a limiting jury charge C. recognizing that upon request the trial court may provide a limiting instruction to the jury D. recognizing that a limiting instruction has the potential to cure any prejudice from the erroneous admission of evidence E. holding that the probative value of contested evidence far outweighed any danger of unfair prejudice where any potential unfair prejudice was cured by a limiting jury instruction

assistant: The best answer is A. holding potential for unfair prejudice related to evidentiary issue dispelled by the circuit courts limiting instruction to the jury
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: harassing behavior,” and (b) “the plaintiff employee unreasonably failed to take advantage of any preventive or corrective opportunities provided by the employer or to avoid harm otherwise.” Burlington Indus., Inc. v. Ellerth, 524 U.S. at 765, 118 S.Ct. 2257; accord Faragher v. City of Boca Raton, 524 U.S. at 807, 118 S.Ct. 2275; Mack v. Otis Elevator Co., 326 F.3d at 125. In this case, Petrosino asserts that Bell Atlantic is automatically vicariously liable for the gender-hostile work environment created by its employees and supervisors because that conduct culminated in two tangible adverse employment actions: her failure to receive managerial promotions and her constructive discharge. See Pennsylvania State Police v. Suders, — U.S. -, -, 124 S.Ct. 2342, 2351, 159 L.Ed.2d 204 (2004) (<HOLDING>); Mormol v. Costco Wholesale Corp., 364 F.3d Options: A. holding prima facie case of discrimination includes showing of adverse employment action constructive discharge could satisfy element of adverse employment action but there was no constructive discharge where evidence did not support that discrimination rather than actual performance problems prompted reprimands and poor evaluations B. recognizing that a constructive discharge claim and a hostile work environment claim are not equivalent because a constructive discharge claim imposes a higher standard C. holding that a constructive discharge would constitute a tangible employment action and prevent the employer from utilizing the affirmative defense to vicarious employer liability for sexual harassment D. holding that a low performance rating does not constitute constructive discharge E. holding that constructive discharge may qualify as a tangible employment action depriving employer of right to assert affirmative defense when a supervisors official act precipitates the constructive discharge

assistant: The best answer is E. holding that constructive discharge may qualify as a tangible employment action depriving employer of right to assert affirmative defense when a supervisors official act precipitates the constructive discharge
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: Upon the occurrence of a Change in Control, the Participant shall, with respect to all outstanding, unvested Performance Shares held by the Participant immediately prior to the Change in Control, be deemed to have satisfied the performance criteria, as set forth in Exhibit A , based on actual performance through the date of the Change in Control, and following the Change in Control the Performance Shares shall continue to vest based upon the service vesting requirements of Sections 2(a) and 2(b). If the Participant’s employment with the Company is terminated within a period of twenty-four (24) months following the Change in Control (i) by the Company other than for Cause or (ii) by the Participant for Good Reason (as such terms are defined herein below or in the Plan), the Performance Shares shall become immediately and fully vested and thereafter be considered Vested Shares, and shall be paid to the Participant not later than thirty (30) days after the date of such termination.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if noe offers a license for a digital product for download and use on a nintendo 3ds system or wii u console for purchasing in nintendo shopping services , a nintendo network id is required and the license for the respective digital product is registered and tied to your nintendo network id .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (“MTBE I”) (denying motion to dismiss nuisance claim against petroleum companies for contamination of wells, where plaintiffs alleged that defendants had “knowledge of the dangers MTBE poses to groundwater” and “failed to warn the downstream handlers, retailers, gasoline purchasers, government officials and well owners”). Second, the Employees based their claim on more than the mere manufacture and sale of PCBs. Their claim includes “releasing and dispersing” the PCBs into their work environment, the GE Plant. Even where the manufacture or sale of a hazardous material does not constitute an abnormally dangerous activity, the manner in which it is transported, stored, used, or disposed of may meet the standard. See, e.g., New York v. Shore Realty Corp., 759 F.2d 1032, 1052 (2d Cir.1985) (<HOLDING>). The question for the Court, therefore, is Options: A. holding that wind blowing particles of hazardous substances from a pile of waste was a cercla release B. holding that mere possession of a dangerous weapon is insufficient to support a charge of robbery with a dangerous weapon C. recognizing that failure to hold a hearing constitutes ah abuse of discretion only where there is evidence that the jury was subjected to influence by outside sources D. holding that allowing corroding tanks to hold hundreds of thousands of gallons of hazardous waste constitutes abnormally dangerous activity E. holding that the selection of the jury constitutes part of a public trial

assistant: The best answer is D. holding that allowing corroding tanks to hold hundreds of thousands of gallons of hazardous waste constitutes abnormally dangerous activity
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 Law (Dkt, 961) with the additional argument that Florida's garnishment statutes have no extraterritorial effect. 4 . In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir.1981) (en banc), the Eleventh Circuit adopted as binding precedent all decision of the Fifth Circuit issued prior to October 1, 1981. 5 . See also GM Gold & Diamonds, LP v. Fabrege Co., Inc., 489 F.Supp.2d 725, 727 (S.D.Tex.2007) (noting that attachment orders may reach only as far as'the court’s in rem jurisdiction). 6 . See also Baker v. Bennett, 644 So.2d 901, 903 (Ala. 1994) ("Assets not within the jurisdiction of a court issuing a garnishment and not capable of being levied on cannot be reached by the garnishment.”). 7 . See also, e.g., In re Curtina Int'l, 15 B.R. 993, 998 (Bankr.S.D.N.Y.1981) Options: A. holding that the title of the statute did not limit the reach of the statute B. holding that rule b attachment does not extend to afteracquired property C. holding that the attachment statute which did not expressly reach property beyond territorial limits of state would not be construed to apply to property outside state D. holding that a court had the power pursuant to 105a to compel a defendant to deliver her property which was the subject of a bankruptcy proceeding from outside the courts territorial jurisdiction E. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state

assistant: The best answer is C. holding that the attachment statute which did not expressly reach property beyond territorial limits of state would not be construed to apply to property outside state
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 will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and will cause each Restricted Subsidiary to, comply with all agreements, contracts, and instruments binding on it or affecting its properties or business, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

assistant: Compliance With 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: All of the Restricted Shares granted hereunder shall Vest and be deemed earned on January 1, 2017. Vesting of the Restricted Shares granted hereunder is conditioned upon Recipient’s continued service with the Company as a member of the Board of Directors through and including the Vesting Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and uncomfortable medical procedures the victim had to endure after reporting the molestation. It explained that the child would not have lied about the incident and thus subjected herself to such an invasive examination. However, as the defendant pointed out, it is unlikely that a seven-year-old child would have known about this consequence of reporting the incident. We thus do not agree that the photograph was relevant to refute the defendant’s theory that the victim was untruthful about the incident. We conclude that the trial court erred in admitting the photograph. The photograph had minimal probative value, and its potential for offending the jury’s sensibilities and evoking sympathy for the victim was substantial. See Saxon v. State, 225 So.2d 925, 927 (Fla. 4th DCA 1969) (<HOLDING>). Because we cannot say beyond a reasonable Options: A. holding that where photographs are irrelevant and their only purpose for admission is to influence and prejudice the jury it is eiror to admit them B. holding improper admission of hearsay evidence is reversible error only when the admission causes prejudice C. recognizing district courts power to admit evidence for a limited purpose D. holding that it is not E. holding that trial court had discretion to admit relevant photographs in penalty phase

assistant: The best answer is A. holding that where photographs are irrelevant and their only purpose for admission is to influence and prejudice the jury it is eiror to admit 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 case excerpt and choose the best holding from the options. Case excerpt: Drye & Warren, LLP in Chicago, Illinois, who testified that Sutherland Asbill’s billing rate for partners, associates, paralegals, and support staff was “respectively quite low,” in comparison to other professionals in Washington, D.C., with similar skills, experience, and reputation for tax matters. 11/9/16 Lavender Deck at ¶¶ 2, 3, 5. In addition, the amount of time spent on this case was appropriate and reasonable. 11/9/16 Lavender Decl. at ¶4. F. The Government’s Supplemental Response. The Government responds to Mr. Lavender’s November 9, 2016 Declaration by arguing that the prevailing market rate in Washington, D.C. is not a “special factor” that would justify an increase in the statutory rate. See Pierce v. Underwood, 487 U.S. 552, 571-72, 108 S.Ct. 2541, 101 L.Ed.2d 490 (1988) (<HOLDING>). Thus, Mr. Lavender’s Declaration that the Options: A. holding that the proper rate for prejudgment interest is the rate fixed by the parties in a contract B. holding that the petitioner can claim no rate as a legal right other than the filed rate whether fixed or merely accepted by the agency commission C. holding that nonconsensual oversecured tax claim is entitled to the statutory rate of interest unless the statutory rate constitutes a penalty D. holding that once a rate is filed with the appropriate agency except for review of the agencys orders the courts can assume no right to a different rate on that ground that in its opinion it is the only or the more reasonable rate E. holding that with respect to the eaja the local or national market rate for legal services cannot be a special factor used to increase the rate beyond the statutory rate

assistant: The best answer is E. holding that with respect to the eaja the local or national market rate for legal services cannot be a special factor used to increase the rate beyond the statutory rate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except in the ordinary course of the Company’s business, as a patent infringement monetization company, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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: All representations, warranties and covenants contained in this Subscription Agreement shall survive (i) the acceptance of the subscription by the Company and the Closing, (ii) changes in the transactions, documents and instruments described in the Disclosure Materials which are not material or which are to the benefit of the undersigned and (iii) the death or disability of the undersigned.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gonzalez v. Firestone Tire & Rubber Co., 610 F.2d 241, 249 (5th Cir.1980). “The critical distinction in the continuing violation analysis is whether the plaintiff complains of the present consequence of a one time violation, which does not extend the limitations period or the continuation of that violation into the present which does.” Knight v. Columbus, Ga., 19 F.3d 579, 581 (11th Cir.1994). Here, Mr. Robertson does not allege any failure to promote which occurred within the limitations period. The only discriminatory act complained of which falls within the period is the August, 1995 termination. However, Mr. Robertson has produced no evidence linking the termination with the alleged August, 1994 failure to promote. See, Gallagher v. Croghan Colonial Bank, 89 F.3d 275 (6th Cir.1996) (<HOLDING>). There is no basis for application of the Options: A. holding that the plaintiff was precluded from asserting her failure to promote claim as a continuing violation B. holding plaintiffs untimely charge regarding transfer is not made timely through continuing violation by reason of her subsequent dismissal C. holding that plaintiffs dismissal of personal injury action and subsequent dismissal of declaratory judgment action concerning extent of tortfeasors insurance coverage did not trigger double dismissal rule D. holding that title vii does not include a continuing violation doctrine E. holding that because a 1326 violation constitutes a continuing offense venue may lie in any district in which the continuing conduct occurred

assistant: The best answer is B. holding plaintiffs untimely charge regarding transfer is not made timely through continuing violation by reason of her subsequent dismissal
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 Persons listed in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter are all of the Subsidiaries of the Company. Each such Subsidiary has the ownership, domicile and head office identified therein. There is no Lien or other third party right over the share capital or other equity interest of any Subsidiary and there is no agreement to create any Lien or any such right. Except as set forth in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter, there are no agreements or undertakings to which the Company or any of its Subsidiaries is a party, or by which any of them is bound, obligating any of them to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed any equity interest of any Subsidiary or obligating it to grant or enter into any such option, warrant, call, right, commitment or agreement. Other than its Subsidiaries listed in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter the Company does not own or control, directly or indirectly, any share capital or other equity interest in any other Person and has not agreed or committed to acquire any such interest. Substantially all of the Company Operations are conducted by the Company or the Key Subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, upon transmission by electronic mail or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party as follows: (i) if to the Company, then to the attention of the Company’s Chief Executive Officer at the Company’s principal executive offices, (ii) if to the Consultant, then to the Consultant’s last known address shown in the Company’s personnel records, or (iii) at such other address or addresses as either party shall designate to the other in accordance with this Section 11.

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: Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or a Loan Party or any Loan Party's Affiliates or Subsidiaries) (each, a " Participant ") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans and its Alternative Currency Risk Participations) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

assistant: Taxes
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 in this Agreement to the contrary but subject to the provisions of Section 15.3.1(i) of the Plan, if (A) a Change in Control occurs and (B) the Grantee has a Change in Control Termination, then any unearned Restricted Stock Units then the Restricted Stock Units shall become immediately earned and vested as of the date of such Change in Control Termination at the greater of (y) target or (z) the actual level of performance under Exhibit A determined as if the Performance Period had ended as of the Company’s fiscal quarter end preceding the Change in Control.

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: possession. It is. As part of the conspiracy to advertise child pornography, all defendants are accountable for the images depicting child pornography on the KOFD board. United States v. Laney, 189 F.3d 954, 965 (9th Cir.1999) (defendant “pled guilty to participating in a conspiracy[,] and the reasonably foreseeable actions taken by his coconspirators in furtherance of the conspiracy” were properly attributed to him). B. Total amount of the victim’s los 7 (E.D.Cal. Aug. 12, 2014). The disaggregation of costs is not necessarily a brightline however, and the continued harm and abuse arising out of the viewing of child pornography images may be part of a continuing, concerted harm. Compare United States v. Sanders, 52 F.Supp.3d, 1329, 1338-39, 2014 WL 5033280, at *8 (N.DiGa. Oct. 9, 2014) (<HOLDING>) with United States v. Galan, 2014 WL 3474901, Options: A. holding that the psychological injuries related to the initial abuse were not sufficiently disaggregated from those arising from the viewing of the images because the counselors report did not show the victim suffered any harm from the continued viewing andor spread of the images B. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution C. holding that pornographic videos and images were properly authenticated where the government presented detailed evidence as to the chain of custody specifically how the images were retrieved from the defendants computers D. holding that general losses must be sufficiently disaggregated from losses caused by the initial abuser when determining those losses caused by the continuing traffic of the images E. holding that government must introduce relevant evidence in addition to the alleged pornographic images to prove that images depict real child

assistant: The best answer is A. holding that the psychological injuries related to the initial abuse were not sufficiently disaggregated from those arising from the viewing of the images because the counselors report did not show the victim suffered any harm from the continued viewing andor spread of the images
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 shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Relevant Authority (including any Parent Regulatory Agency and Company Regulatory Agency), in each case to the extent applicable, in connection with the transactions contemplated by the Transaction Documents.

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: and relevant to plaintiffs claims for damages. Because plaintiff does not maintain that he is unable to “readily identify the documents requested ... [or] that it would be unduly difficult to determine which documents fall within the scope of the request ... [plaintiffs] objections based on overbreadth are without merit.” Gen. Elec. Capital Corp. v. Lear Corp., 215 F.R.D. 637, 641 (D.Kan.2003). Plaintiff argues that defendant’s request for records concerning his application to take a state bar exam requires him to produce privileged documents. Plaintiff, however, has waived whatever privilege attached to those documents by bringing a lawsuit in which his employability as an attorney is central to the determination of damages. See Anderson v. Nixon, 444 F.Supp. 1195, 1200 (D.D.C.1978) (<HOLDING>). Plaintiffs contention that defendant violated Options: A. holding that where the interests of a newsman in preserving the anonymity of his sources clash with his responsibilities as a plaintiff and where the information sought to be protected goes to the heart of the defense the privilege must give way B. holding that the defense may present the entire conversation where it goes to the heart of the defense C. holding that trial error in a civil case which went to the very heart of the defendants defense and was central to his defense could not be deemed harmless in the absence of any steps by the district court to mitigate the effects of the error D. holding at the 12b6 stage that the plaintiffs complaint when taken as true stated a claim for relief which might be granted even though the enforceability of the covenant rests on factual questions such as whether the geographic effect of the clientbased restriction is excessive in light of the defendants actual contacts with customers the nature of his duties the level of his responsibilities the scope of his knowledge and other issues relating to how closely the geographic limits fit with his work for the plaintiff E. holding that a defendant must demonstrate that the governments intrusion upon his relationship with his attorney created a possibility of either injury to his defense or benefit to the government in order to establish a violation of the right to counsel

assistant: The best answer is A. holding that where the interests of a newsman in preserving the anonymity of his sources clash with his responsibilities as a plaintiff and where the information sought to be protected goes to the heart of the defense the privilege must give way
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 of any action or suit by either party hereto against the other arising from or interpreting this Bill of Sale, the prevailing party in such action or suit shall, in addition to such other relief as may be granted, be entitled to recover its costs of suit and actual attorneys’ fees, whether or not the same proceeds to final judgment.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you will resolve any claim , cause of action or dispute you have with us arising out of or relating to these terms of service or crowdtangle exclusively in the u.s. district court for the northern district of california or a state court located in san mateo county , and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Stockholder acknowledges and agrees that (a) the covenants, obligations and agreements contained in this Agreement relate to special, unique and extraordinary matters, (b) the Company is relying on such covenants in connection with entering into the Merger Agreement and (c) a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law and for which monetary damages are not readily ascertainable. Therefore, the Stockholder agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Stockholder from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and shall be the Company’s sole remedy under this Agreement unless the Company shall have sought and been denied injunctive remedies, and such denial is other than by reason of the absence of violation of such covenants, obligations or agreements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto agrees that it will not use, or permit the use of, any of the information relating to Seller or the Property, or Purchaser respectively furnished to each other in connection with the Letter of Intent, this Agreement or the Contemplated Transaction (as defined in the Letter of Intent) (collectively, the “ Confidential Information ”), except publicly available information. None of the parties hereto will, and neither will Seller’s directors, officers, employees, agents, affiliates, members, managers, partners, shareholders and other representatives, disclose, divulge, provide or make accessible any of the Confidential Information to any person or entity, other than their responsible officers, employees, advisors or attorneys that need to know or otherwise as required by law or regulation. The provisions of this Section 10(R) and the following Section 10(S) are in addition to, and shall not supersede, and shall be subject to the Confidentiality Agreement, dated as of April 18, 2018, between Angelo, Gordon Management LLC and Seller (the “ Confidentiality Agreement ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. Facsimile or other electronically scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of this 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: question that the end result represented a pronounced legal and pecuniary triumph for her. In the process, she prevailed on her most significant claims. When interrelatedness is in question, the overall degree of the prevailing party’s success is an important datum. See Garrity, 752 F.2d at 734; see also Hensley, 461 U.S. at 435, 103 S.Ct. at 1940. Moreover, the district court wrote a thorough and detailed opinion reviewing the imbrication between the successful and unsuccessful claims. See Fees Op. at 18-22. The court’s words carry considerable convictive force. Although we, if writing on a pristine page, might have been more miserly, we are constrained in this instance to defer to the trial court’s determination that the requisite linkage was forged. See Wagenmann, 829 F.2d at 225 (<HOLDING>). Before leaving this terrain, we feel impelled Options: A. holding that the separate and distinct claims of two or more plaintiffs cannot be aggregated to establish jurisdiction B. recognizing that separate ratings can be assigned for separate periods of time based on facts found C. holding that a claim for damages based on creditors failure to honor a rescission notice is separate and distinct from any claims associated with disclosures at the time of closing D. holding that a refusal to separate out time spent on distinct claims is within the trial courts discretion if the claims are so factually imbricated as to make separate treatment of the constituent attorney time inappropriate E. holding that the relevant time is the time of the employment decision

assistant: The best answer is D. holding that a refusal to separate out time spent on distinct claims is within the trial courts discretion if the claims are so factually imbricated as to make separate treatment of the constituent attorney time inappropriate