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: The Participant shall at all times be 100% vested in his Deferral Contribution Account. As of December 31, 2007, each Participant shall be 100% vested in the balance of his “Contingent Earnings Account” under the First Amendment and Restatement, which such Contingent Earnings Account shall then be combined with his Deferral Contribution Account.

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: conducted business with First United. In that separate action, the district court found that some of the fraudulent-transfer claims were barred by the six-year statute of limitations. National Bank argues that it is inequitable to offset its claim with interest it collected more than six years ago, when the receiver is not allowed to “claw back” interest other banks earned in that time frame. The statute of limitations is generally used as a defense to a filed lawsuit and no fraudulent-transfer claims have been asserted against National Bank. Additionally, courts in other jurisdictions have held that the statute of limitations does not prevent the court from limiting the claim of a party that is seeking affirmative equitable relief from the court. See In re Madojf, 424 B.R. at 136-37 Options: A. holding discriminatory incidents which occur outside the limitations period are actionable where a plaintiff challenges not just one incident but an unlawful practice that continues into the limitations period B. holding that the statute of limitations for 1983 claims is the most closely analogous state limitations period for general personal injury claims C. holding that statute of limitations did not prevent trustee from accounting for all transfers received by a claimant for purposes of selecting a distribution methodology including those that occurred outside the limitations period D. holding that trial court erred by granting a directed verdict on statute of limitations defense and remanding for a new trial on the statute of limitations only E. holding that employer was estopped to assert a statute of limitations defense where the insurer had arranged to have the claimant examined by one of its physicians after the statute of limitations had run

assistant: The best answer is C. holding that statute of limitations did not prevent trustee from accounting for all transfers received by a claimant for purposes of selecting a distribution methodology including those that occurred outside the limitations period
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: • copying , redistributing , reproducing , `` ripping '' , recording , transferring , performing or displaying to the public , broadcasting , or making available to the public any part of the spotify service or the content , or otherwise making any use of the spotify service or the content which is not expressly permitted under the agreements or applicable law or which otherwise infringes the intellectual property rights ( such as copyright ) in the spotify service or the content or any part of it ;

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: the statutory scheme. On the day of the incident, the plaintiffs themselves took no active steps toward cleanup; others neutralized the chemical threat. And unlike the homeowners in Tanglewood, for example, the plaintiffs here left their residences primarily in fear of their own safety — an understandable response, but not a “necessary response” taken primarily to further the goal of prompt, efficient cleanup of the perceived hazard. In contrast, the Tanglewood subdivision residents — whose houses rested on a former toxic dump site— were forced to relocate because the cleanup effort required the demolition of their houses. Tanglewood East Homeowners v. Charles-Thomas, Inc., 849 F.2d 1568, 1575 (5th Cir.1988); see also Amoco Oil Co. v. Borden, Inc., 889 F.2d 664, 669-70 (5th Cir.1989) (<HOLDING>) (emphasis added). Any expenses the plaintiffs Options: A. holding that where the defendants 107 claim was based on remediation costs they incurred and may incur in the future as the result of a lawsuit instituted under 107a they did not demonstrate that they incurred necessary costs of response within the meaning of 107a B. holding that the proper remedy for future response costs is not a present lumpsum payment of anticipated expenses but instead a declaratory judgment award dividing future response costs among prps C. holding that response costs can be necessary even though the agency that required cleanup never approved the response actions taken D. holding that to justifiably incur response costs one necessarily must have acted to contain a release threatening the public health or the environment E. holding that investigatory costs are considered costs of response under cercla

assistant: The best answer is D. holding that to justifiably incur response costs one necessarily must have acted to contain a release threatening the public health or the environment
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: For purposes of this Agreement, “Change In Control” shall have the same meaning as set forth in the Advance Auto Parts 2014 Long-Term Incentive Plan, effective May 14, 2014 (“2014 LTIP” or “Advance’s 2014 LTIP”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective on the Closing Date and, subject to Section 12.7, shall continue in full force and effect for so long as any Obligations (other than inchoate indemnity obligations) remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) Borrower may simultaneously with such payment terminate this agreement upon three (3) Business Days written notice to Bank. Following such payment in full in cash of the Obligations (other than inchoate indemnity obligations) at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its Liens in the Collateral and Bank shall promptly take such action reasonably requested by Borrower, at Borrower’s sole cost and expense, in order to cause such Liens to be terminated of record (including by filing UCC-3 or similar termination statements with respect to such Liens), and all rights therein shall revert to Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: property until converted to real property, pursuant to § 700.111.”); In the Estate of Parker, 25 S.W.3d 611, 615-16 (Mo.App.2000) (“A person converts his mobile home from personal to real property by causing the mobile home to become a fixture.”). See also In re Thornton, 269 B.R. 682, 685 (Bankr.W.D.Mo.2001) (finding that a manufactured home had been converted to real property, where the manufactured home’s wheels and tires had been removed, skirting had been installed, the structure had been placed on blocks, and the structure had been attached to its own well and septic system). Green Tree does not contend that the Colemans’ manufactured home has been legally converted from personal to real property and presented no evidence at the confirmation hearing on Ju nkr.M.D.Pa.2007) (<HOLDING>); In re Davis, 373 B.R. 46 (Bankr.S.D.Ohio Options: A. holding that the addition of a definition of debtors principal residence in 11 usc 10113aa did not change the scope of the 11 usc 1322b antimodification provision and 1322b remains applicable only to real property B. holding that because the definition of debtors principal residence in 11 usc 10113a includes incidental property a secured interest in incidental property cannot be modified under 11 usc 1322b C. holding that the definition of debtors principal residence in 11 usc 10113aa does not operate to extend the antimodification provision of 11 usc 1322b to structures that are not real property D. holding that a lien on the debtors mobile home which was the debt ors principal residence as defined by 11 usc 10113aa was not subject to modi fication under 11 usc 1322b E. holding that the definition of debtors principal residence in 11 usc 10113aa protects holder of secured claim in a mobile home that is debtors principal residence from modification under 11 usc 1322b

assistant: The best answer is B. holding that because the definition of debtors principal residence in 11 usc 10113a includes incidental property a secured interest in incidental property cannot be modified under 11 usc 1322b
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If provided by the Employer in Section 1.08, and subject to Section 1.08(e)(2), if a Participant has a Separation from Service, he will be entitled to a benefit equal to (i) the vested percentage(s) of the value of the Matching and Employer Contributions credited to his Account, as adjusted for income, expense, gain, or loss, such percentage(s) determined in accordance with the vesting schedule(s) and methodology selected by the Employer in Section 1.08, and (ii) the value of the Deferral Contributions to his Account as adjusted for income, expense, gain, or loss. The amount payable under this Section 7.03 will be distributed in accordance with Article 8.

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: Assignor, for itself, its employees, agents, assigns, successors in interest and ail other representatives hereby release and fully discharge Landlord, its employees, officers, agents, attorneys, predecessors, successors and assigns from any and all claims, causes of actions, counterclaims, defenses and rights to offset which exist as of the date of this Agreement, whether the same are known or unknown. This is intended to be a general and comprehensive release of all existing claims.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 236 P.2d 91, 93 (1951); Higer v. Hansen, 67 Idaho 45, 52, 170 P.2d 411, 415 (1946). It is also well established that when a case can be decided upon a ground other than a constitutional basis, the Court will not address the constitutional issue unless it is necessary for a determination of the case. Olsen v. J.A. Freeman Co., 117 Idaho 706, 710, 791 P.2d 1285, 1289 (1990). We begin, therefore, with an analysis of the relevant statutes enacted by the legislature, which we assume did not overlook the provisions of the constitution in designing the legislation. See Johnson v. Diefendorf, 56 Idaho 620, 625, 57 P.2d 1068, 1073 (1936), quoting Grice v. Clearwater Timber Co., 20 Idaho 70, 117 P. 112 (1911). See also Idaho State AFL-CIO v. Leroy, 110 Idaho 691, 698, 718 P.2d 1129, 1136 (1986)(<HOLDING>). The statute provides in part that “[t]he Options: A. recognizing that immigration policy is the clear purview of the legislative branch B. holding that court clerks performing duties relating to the administrative operation of the courts including the release of judicial records are subject to the control of the florida supreme court not the legislative branch C. recognizing that citizens who exercise their rights under the initiative provisions act as and become in fact the legislative branch of the municipal government D. holding that prison officials should not be made to paydamages for the consequences of legislative and judicial decisions E. holding that in the absence of a legislative invasion of constitutionallyprotected rights the judicial branch of government must respect and defer to the legislatures exclusive policy decisions

assistant: The best answer is E. holding that in the absence of a legislative invasion of constitutionallyprotected rights the judicial branch of government must respect and defer to the legislatures exclusive policy decisions
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: at issue such that he was under an affirmative obligation to disclose, thereby excusing Lewis’ own due diligence in discovering Hermann's alleged fraud with respect to the sale of the La Villita and Metro Partners investments. Accepting the fact that Hermann was a fiduciary, and even assuming Richards was also a fiduciary, Lewis nevertheless has failed to additionally allege a basis from which we might infer that, having purportedly committed fraud in the sale of both investments, Richards and Hermann took measures to actively conceal the fraud from Lewis. The allegations in the complaint do not refer even inferentially to any post-transaction conduct of Richards or Hermann, let alone conduct that would indicate active concealment of the fraud. See, Davenport, 903 F.2d at 1142 (<HOLDING>). In fact, Lewis does not rely on the Options: A. holding that the plaintiff could not show surprise when the plaintiff had received the additional terms from the defendant prior to the agreement B. holding in the title vii context that the plaintiff must show that the individual who took adverse action against him know of the employees plaintiffs protected activity C. holding that the silence of a fiduciary does not constitute concealment and that a plaintiff must show that the defendants took additional affirmative steps after committing the fraud to keep it concealed D. holding that the statute of limitations did not commence despite the filing of a prior complaint against another physician until the defendants deposition made the plaintiff aware of the defendants involvement in the decedents death where the plaintiff failed to discover the defendants involvement because of the defendants misstatement concealment or fraud E. holding that mere silence without a duty to speak will not constitute fraud

assistant: The best answer is C. holding that the silence of a fiduciary does not constitute concealment and that a plaintiff must show that the defendants took additional affirmative steps after committing the fraud to keep it concealed
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: show circumstances that would be sufficient to permit a rational finder of fact to infer that the defendant’s employment decision was more likely than not based in whole or in part on discrimination.” Stern v. Trs. of Columbia Univ., 131 F.3d 305, 312 (2d Cir. 1997); see Weinstock v. Columbia Univ., 224 F.3d 33, 42 (2d Cir. 2000), cert. denied, 540 U.S. 811, 124 S.Ct. 53, 157 L.Ed.2d 24 (2003) (“[T]he question [on summary judgment'is] ... whether the evidence, taken as a whole, supports a sufficient rational inference of discrimination. To get to the jury, it is not enough to disbelieve the employer; the factfinder must also believe the plaintiffs explanation of intentional discrimination.” (internal quotation marks omitted)); Schnabel v. Abramson, 232 F.3d 83, 90-91 (2d Cir. 2000) (<HOLDING>). “Though the plaintiffs ultimate burden- may Options: A. holding summary judgment appropriate where plaintiff failed to establish product identification B. holding that the trial court correctly entered summary judgment in favor of defendant and denied plaintiffs motion for summary judgment where plaintiff failed to establish by clear and convincing evidence that defendant breached its duty to act in good faith C. holding that the nonmoving party must present specific evidence from which a reasonable jury could return a verdict in its favor D. holding summary judgment in favor of defendant was appropriate where plaintiff failed to present evidence upon which a reasonable jury could conclude that age was a determinative factor in adverse employment action E. holding that summary judgment in favor of the defendant was appropriate because the plaintiff failed to designate evidence that demonstrates that the defendant abused the qualified privilege

assistant: The best answer is D. holding summary judgment in favor of defendant was appropriate where plaintiff failed to present evidence upon which a reasonable jury could conclude that age was a determinative factor in adverse employment action
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 Likely Duration of the Litigation The first Girsh factor, which evaluates the complexity, expenses and likely duration of the litigation, “captures the probable costs, in both time and money, of continued litigation.” Warfarin, 391 F.3d at 535-36 (citation omitted). At the outset, the Court appreciates that antitrust suits, like this one, are often complex actions to prosecute. See In re Linerboard Antitrust Litig., 292 F.Supp.2d 631, 639 (E.D.Pa.2003). Furthermore, given that the settlement agreement occurred at an early stage of this litigation, prior to the active commencement of discovery, Plaintiffs have avoided such expense and delay as may have attached to these settling Defendants. See Bell Atl. Corp. v. Twombly, 550 U.S. 544, 558-59, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (<HOLDING>). Discovery in this case against Sparboe would Options: A. recognizing that antitrust discovery can be expensive B. recognizing trial courts decision on discovery issues implies a finding that requested discovery was not reasonably available C. recognizing applicability of discovery rule D. holding that while as a general matter discovery should be freely permitted j jurisdictional discovery is justified only if the plaintiff reasonably demonstrates that it can supplement its jurisdictional allegations through discovery E. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law

assistant: The best answer is A. recognizing that antitrust discovery can be expensive
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 inviting district court review and rejection of those judgments”). And to the extent that some of the decisions were not final because proceedings were still pending, the district court would have had to exercise equitable restraint from hearing his claims under the Younger doctrine. See Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971). Improper Forum The Committee on Admissions of the District of Columbia Court of Appeals denied Rodriguez’s application for bar admission before he filed his federal complaint. The proper forum for review of that decision was the District of Columbia Court of Appeals, not the federal district court. See D.C. Court of Appeals Rule 46(g) (providing for review of Committee decisions); see also Feldman, 460 U.S. at 482, 103 S.Ct. 1303 (<HOLDING>). Preclusion We take judicial notice of the Options: A. holding that federal district court lacked subjectmatter jurisdiction to review the decision of a district of columbia high court determining application of a local rule to the case before it B. holding that federal district courts lack jurisdiction to review a final state court decision in a particular case C. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings D. holding that the federal district court lacked subject matter jurisdiction to review plaintiffs complaint to the extent they sought review of the district of columbia court of appeals denial of their petitions E. holding that the federal district court had no subject matter jurisdiction to review the courts denial of a particular application for admission to the district of columbia bar

assistant: The best answer is E. holding that the federal district court had no subject matter jurisdiction to review the courts denial of a particular application for admission to the district of columbia bar
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 Target Award shall initially be unvested. Subject to Sections 5 and 6, as soon as practicable following the conclusion of the Performance Measurement Period (the “ Vesting Date ”) (but in no event later than two and one-half months after the end of the fiscal year in which the Vesting Date occurs), the total number of Restricted Stock Units, if any, that were credited for the Performance Measurement Period shall become vested and settled in an equal number of shares of Stock, subject to the continued employment with the Company of the Participant through such 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 legal provision and list the applicable contract clause categories. Provision: At least ten (10) days prior to the date Lessee intends the Contractor to commence construction of the Second Expansion Improvements, Lessee shall submit to Lessor for Lessor's reasonable approval the proposed contract between Lessee and the Contractor for the construction of the Second Expansion Improvements. Such proposed contract shall be complete in all material respects. The contract between Lessee and the Contractor for construction of the Second Expansion Improvements shall be subject to the approval of Lessor; and the Contractor shall not be permitted to start construction of the Second Expansion Improvements until Lessor has approved such contract. Lessor shall use best efforts to approve or reasonably disapprove such proposed contract between Lessee and Contractor within five (5) business days of receipt thereof, provided th.at Lessor shall provide detailed reasons for any reasonable disapproval of such contract.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIII and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall commence on the Effective Date and shall continue until such times as notice of termination of this Agreement is given in writing by either Company or Executive to the other as in accordance with paragraph/Section 5, or upon with three (3) months' notice by either party. Renewal of this Agreement may be made on such terms as the parties may agree.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Stem, Section 117 of the Copyright Act: Charter of Software Users’ Rights or an Illusory Promise?, 7 W. New Eng.L.Rev. 459, 468 (1985) (footnote omitted). Plaintiff claims that Hall-Kimbrell never authorized defendant to make the enhancements at issue. However, the testimony of Hall-Kimbrell’s representative on this point was contradictory, and the purchase order describing the work defendant was to do suggests that he was asked to add five functions to something already in existence, not provide five free-standing functions. See Plaintiff’s Exhibit 1. While plaintiff also claims that defendant Pfortmiller’s enhancements violate the licensing agreement accompanying the Drafix 1+ program, there is some reason to question the enforceability of any such agreement. See Vault, supra, at 270 (<HOLDING>) Even if the agreement is enforceable, the Options: A. holding that in light of the presumption against preemption there is no field preemption of state unfair competition claims that rely on a substantial question of federal patent law because congress has not expressed its clear and manifest intention to preempt that area of law B. holding invalid on preemption grounds state statute making agreements to arbitrate franchise claims unenforceable C. holding that restriction against decompilation or disassembly contained in license agreement authorized under louisiana law was unenforceable due to federal preemption of louisiana statute D. holding that a party did not waive its preemption defense where its answer did not specifically mention preemption but contained a broader defense that was capable of encompassing preemption E. holding arbitration clause in reinsurance agreement unenforceable under kansas statute

assistant: The best answer is C. holding that restriction against decompilation or disassembly contained in license agreement authorized under louisiana law was unenforceable due to federal preemption of louisiana statute
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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of Jin Wan BVI , threatened against or affecting Jin Wan BVI or any of its 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 this Agreement, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither Jin Wan BVI 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 Jin Wan BVI, there is not pending or contemplated, any investigation by the Securities and Exchange Commission (the “Commission”) involving Jin Wan BVI or any current officer or director.

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: (a) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder; (ii) no ERISA Event has occurred or is reasonably expected to occur; (iii) all amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by any Group Member or any ERISA Affiliate or to which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No. 106; and (iv) the present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of such Pension Plan allocable to such accrued benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans.

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 legal provision and list the applicable contract clause categories. Provision: This Guarantee is a continuing Guarantee and (a) shall remain in full force and effect until payment in full of all of the Obligations, (b) shall be binding upon Guarantor and its successors and (c) shall inure to the benefit of and be enforceable by Beneficiary and its successors and assigns. The Guarantor further agrees that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment or any part thereof, of any Obligations or interest thereon, is rescinded or must otherwise be restored or returned by Beneficiary upon the bankruptcy, insolvency, dissolution or reorganization of the JV Co. Neither Guarantor nor Beneficiary may assign its rights or delegate its duties without the written consent of the other party. Notwithstanding the previous sentence or any other provisions hereof, Beneficiary may assign its rights and delegate its duties (if any) hereunder, upon notice to, but without the consent of, Guarantor, to any assignee to which Beneficiary is permitted to assign its rights under the Streaming Documents under the terms thereof or as to which JV Co has otherwise consented.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: supra, with approval). Of course, where the submitted materials “capture[] only part of the incident and would provide a distorted view of the events at issue, ... we do not require a court to consider that evidence on a 12(b)(6) motion.” Jones v. City of Cincinnati, 521 F.3d 555, 562 (6th Cir.2008) (internal quotation marks omitted). Based upon the foregoing discussion of legal principles, this Court con-eludes that, when ruling on the Defendants’ Motion to Dismiss (Doc. # 24), it is appropriate to consider the public securities filings by Huffy and statements to analysts and to the press (i.e., conference calls and press releases) which have been referred to in the Plaintiffs’ Amended Complaint (Doc. # 22), given that those materials are central to Plaintiffs’ claims. Jackson, supra (<HOLDING>). It is also appropriate for the Court to Options: A. holding that it was appropriate for the district court to refer to the documents attached to the motion to dismiss since the documents were referred to in the complaint B. holding that plan documents could be considered without converting the motion to one for summary judgment even though the complaint referred only to the plan and not its associated documents C. holding that a court need not accept as true conclusory allegations which are contradicted by documents referred to in the complaint D. holding that district court may consider documents referred to in plaintiffs complaint and central to his claim E. holding that a court ruling on a motion to dismiss may consider a document that is referenced in the complaint and is central to the plaintiffs claims

assistant: The best answer is D. holding that district court may consider documents referred to in plaintiffs complaint and central to his claim
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 SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER THE STATE OF ILLINOIS, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1 OF THE LOAN AGREEMENT . A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by Applicable Law. Nothing herein shall limit the right of the Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Amendment shall be deemed to preclude enforcement by the Agent of any judgment or order obtained in any forum or jurisdiction.

assistant: Submission To 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 case excerpt and choose the best holding from the options. Case excerpt: this is where Burke concentrates his argument on appeal, and because it is under this rule that most cases involving video-conferencing have arisen. At the time of Burke’s hearing, Rule 43(a) provided that “[t]he defendant shall be present at the arraignment, at the time of the plea, at every stage of the trial including the impaneling of the jury and the return of the verdict, and at the imposition of sentence, except as otherwise provided by this rule.” Burke’s argument fails because the rule does not extend to pre-trial motions. Four Courts of Appeals have held that video-conferencing in the context of a proceeding that is covered by Rule 43 does not satisfy the rule’s requirement that the defendant be “present.” See United States v. Torres-Palma, 290 F.3d 1244, 1248 (10th Cir.2002) (<HOLDING>); United States v. Lawrence, 248 F.3d 300, Options: A. recognizing that sentencing facts are based on the evidence and testimony presented at sentencing under a preponderance of the evidence standard B. holding that the right applies at capital sentencing in particular C. holding that at resentencing the state must present evidence on an enhanced sentencing factor despite having done so at the prior sentencing hearing D. holding that videoconferencing at sentencing violated rule 43 E. holding that constitution protected right to counsel at sentencing even where it was waived at trial

assistant: The best answer is D. holding that videoconferencing at sentencing violated rule 43
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: at Buffalo Sch. of Med. & Biomedical Scis., 804 F.3d 178, 189 (2d Cir. 2015). Specifically, a reasonable “acco ural impediments and nontrivial temporal delays that limit access to programs, services, and activities. See Celeste v. E. Meadow Union Free Sch. Dist., 373 Fed.Appx. 85, 88 (2d Cir. 2010) (finding sufficient evidence for a jury to conclude that a mobility-impaired student was denied meaningful access because he was “forced [ ] to take a ten minute detour” in order to participate as the manager of his school’s football team). An accommodation is not plainly reasonable if it is so inadequate that it deters the plaintiff from attempting to access the services otherwise available to him. See Disabled in Action v. Bd of Elections in City of N.Y., 752 F.3d 189, 200 (2d Cir. 2014) (<HOLDING>). In short, providing meaningful access Options: A. holding that potential loss of a contract constitutes irreparable injury B. holding that under the ada discovery of the original act of discrimination not future confirmation of the injury or determination that the injury is unlawful is when the statute of limitations begins to run C. holding that the virginia disabilities act constitutes the most analogous state statute of limitations for claims brought under the ada D. recognizing that deterrence constitutes an injury under the ada quoting kreisler v second ave diner corp 731 f3d 184 188 2d cir 2013 E. holding that constructive possession may be established by a showing that the firearm was seized at the defendants residence emphasis added quoting united states v walls 225 f3d 858 867 7th cir 2000

assistant: The best answer is D. recognizing that deterrence constitutes an injury under the ada quoting kreisler v second ave diner corp 731 f3d 184 188 2d cir 2013
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 SNH Parties and the FVE Parties shall each be responsible for their own out of pocket costs, expenses and attorneys’ fees incurred in connection with the consummation of the transactions contemplated by this Agreement, and, in the case of attorneys’ fees, as incurred by any of them in connection with the negotiation, execution and delivery of Transaction Documents. The SNH Parties and the FVE Parties shall equally share all licensing costs and expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties acknowledge and agree that this Agreement has been negotiated at arm's length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived.

assistant: Interpretations
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 hereby represents and warrants to the undersigned that the Company’s representations and warranties as set forth in Section 3.1 and the Company’s covenants as set forth in Article IV of the Securities Purchase Agreement, dated as of March 17, 2017 (the “ Purchase Agreement ”), between the Company and the signatories thereto, together with any Disclosure Schedules, are true and correct as of the date hereof and have been fully performed as of the date hereof. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent and the Coordinating Lead Arranger shall have received a solvency certificate, in substantially the form of Exhibit E , as to the Solvency of the Borrowers, taken as a whole (after giving effect to the Transactions), signed by a Financial Officer of the Borrowers.

assistant: Solvency
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 such an available remedy, this case will be heard in federal courts rather than state courts whether or not this Court concludes that the complaint constitutes a challenge to processes of state and local taxation.' Ah appropriate regard for the delicate balance between state and national judicial authority counsels that, insofar as feasible, decisions relating to the jurisdiction and remedial capacity of the Delaware state courts — decisions central to the resolution of this case — be made by the Delaware courts themselves. (c) Our concern about the remedy available in the Delaware courts arises in part from the potential tension between the decision of the Court of Chancery in Delaware Bankers Ass’n v. Division of Revenue of the Dep’t of Finance, 298 A.2d 352, 356 (Del.Ch.1972) (<HOLDING>), and that of the Superior Court in Tatten Options: A. recognizing that in some circumstances an afterthefact remedy under state law may be adequate B. holding that in some rcases there is an adequate remedy at law for an attack on an illegal or unconstitutional tax through the tax appeal board C. holding that the granting or denial of an urban renewal tax exemption is reviewable by tax appeal D. holding refund of discriminatory tax required because predeprivation remedy not clearly available for tax years at issue E. holding that massachusetts provides an adequate remedy for challenging a real estate tax assessment

assistant: The best answer is B. holding that in some rcases there is an adequate remedy at law for an attack on an illegal or unconstitutional tax through the tax appeal board
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 Partnership and its Subsidiaries are insured against such losses and risks and in such amounts as the Partnership believes in its sole discretion to be prudent for its businesses taken as a whole. The Partnership does not have any reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

assistant: Insurances
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: uses means the customary and traditional uses by rural Alaskans); id. § 3112(1) (“The utilization of the public lands in Alaska is to cause the least adverse impact possible on rural residents who depend upon subsistence uses of the resources of such lands_”) (Emphasis added.) Until the Alaska Supreme Court’s decision in McDowell v. State, 785 P.2d 1 (Alaska 1989), Alaska implemented the requirements of ANILCA with its state subsistence law, 1986 Alaska Sess. Laws 52. As required by ANILCA, the Alaska statute granted a preference to rural Alaska residents, such as the Villages, to take fish and game for nonwasteful subsistence purposes. See 16 U.S.C. § 3115(d) (appropriate state laws supersede federal regulation). The McDowell court invalidated Alaska’s statute. McDowell, 785 P.2d at 6 (<HOLDING>). The unenforeeability of the state subsistence Options: A. holding that the alaska hire law which requires that all oil and gas leases easements or rightsofway permits et cetera contain requirement that qualified alaska residents be hired in preference to nonresidents is unconstitutional as violative of the privileges and immunities clause of the constitution B. holding that rural preference violates the equal access provisions of the alaska constitution subsistence hunting and fishing must be made available to all alaskans C. recognizing that provisions of the colorado constitution should be construed in the context of the constitution as a whole D. holding that the due process clause of the alaska constitution guarantees the right to effective counsel in proceedings for the termination of parental rights E. holding that idaho statute which gives preference to the appointment of men over women as estate administrators violates the equal protection clause

assistant: The best answer is B. holding that rural preference violates the equal access provisions of the alaska constitution subsistence hunting and fishing must be made available to all alaskans