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 invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portion of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by duration, geographic scope or both, the otherwise invalid provision will be considered to be reduced to a period or area, which would cure such invalidity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall be entitled to the number of weeks of paid vacation per year for which he was eligible with the Company immediately prior to the Effective Date, but in no event less than four weeks annually. Unused vacation may be carried forward from year to year. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time. In addition to vacation, the Executive shall be entitled to the number of sick days and personal days per year that other senior executive officers of the Company with similar tenure are entitled to under the Company’s policies.

assistant: Vacations
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 notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Senior Vice President – General Counsel, Secretary and Chief Compliance Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan and this Agreement (including all exhibits and appendices hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Nonetheless, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, covenant or condition of this Agreement, including without limitation the transfer by the Contributor to the OP of any of the interests that are the subject hereof, shall to any extent be deemed invalid or unenforceable, then the remainder of this Agreement, and the application of such term, covenant or condition, shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law, including without limitation the transfer by the Contributor to the OP of all of the remaining interests enumerated herein.

assistant: Severability
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 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 10.09 AND 10.10 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

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: In addition to the compensation provided herein, the Company will reimburse you for reasonable business related expenses incurred in good faith in the performance of your duties for the Company. Such payments shall be made by the Company in accordance with its normal policies for senior executives of the Company and independent contractors of the Company.

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: This instrument, together with the Non-Compete and Solicitation Agreement, contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties hereto relating to the subject matter hereof. This Agreement may not be changed orally but only by an agreement in writing signed by the Employee and the Bank. Employee acknowledges that the Bank is subject to supervision and regulation by bank regulatory agencies. If, at the time any payment would otherwise be made to Employee under this Agreement, such payment is prohibited or limited by any applicable statute or regulation, including, without limitation, the Federal Deposit Insurance Act and 12 C.F.R. Part 359 (Golden Parachute and Indemnification Payments), or by order of any such bank regulatory agency, the amount of such payment shall be reduced to the largest amount, if any, that may be paid at such time consistently with such statute, regulation, or order. Employee agrees that compliance with any such statute, regulation, or order, including any resulting reduction or elimination of any payment specified under this Agreement, shall not constitute a breach of this Agreement by the Bank.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to be applied to determine whether there are two offenses or only one, is whether each provision requires proof of a fact which the other does not. United States v. Dixon, 509 U.S. 688, 113 S. Ct. 2849, 125 L. Ed. 2d 556 (1993) (quoting Blockburger v. United States, 284 U.S. 299, 304, 52 S. Ct. 180, 76 L. Ed. 306 (1932)). Each crime must require proof of an element the other does not. The elements required to prove unauthorized possession of a firearm under title 14, section 2253(a) of the Virgin Islands Code (“Section 2253”) are (1) that the defendant was unauthorized to possess a firearm, or did not have a license for the weapon; and (2) that the defendant had at least constructive possession of the firearm. See United States v. McKie, 112 F.3d 626, 630, 36 V.I. 367 (3d Cir. 1997) (<HOLDING>); Hunt v. Virgin Islands, 46 V.I. 534, 539-40 Options: A. holding 922g is not unconstitutional as applied to a defendant who possessed a firearm only intrastate when the government demonstrated that the firearm moved in interstate commerce B. holding that a defendant possessed a firearm in connection with a crime when the firearm was kept in a car across the street from where the defendant was selling drugs C. holding that the government must prove the defendant knew of the features of the firearm that brought it within the scope of the act D. holding that the government was required to prove that the defendant lacked a license to possess a firearm but not that the defendant possessed the firearm for any duration of time E. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used

assistant: The best answer is D. holding that the government was required to prove that the defendant lacked a license to possess a firearm but not that the defendant possessed the firearm for any duration of time
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You will be eligible to participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided you meet the specific eligibility criteria as set forth in (and subject to all provisions of) the plan documents governing those programs. The benefits made available by the Company, and the rules, terms and conditions for participation in such benefit plans, may be changed by the Company at any time and from time to time without advance notice. In no way limiting the foregoing, you shall be reimbursed your costs related to the negotiation (or any renegotiation) of this Agreement, including without limitation reasonable attorneys’ fees and the Company will pay for or reimburse you for the costs of financial planning assistance incurred during 2016.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided herein, all notices, requests, claims, or demands provided for hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by registered or certified mail (postage prepaid, return receipt requested) to the relevant Persons at the applicable address(es) below (or at such other address as shall be specified in a notice given in accordance with this Section 7.03), along with a copy via e-mail to [TBD]@metlife.com (in the case of notices, requests, claims, or demands to MSS and/or the Parent) and [TBD]@brighthousefinancial.com (in the case of notices, requests, claims, or demands to the Company and/or BHF) and with optional courtesy copies to such Persons and the Contract Managers by e-mail; provided, however, that the following shall not be deemed “notices” under this Section 7.03: (i) communications concerning a disputed amount pursuant to Section 3.02, other than the initial written notice of such disputed amount and (ii) communications concerning a Dispute pursuant to Section 7.09(a) other than the Notice of Dispute).

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: (a) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Securities Intermediary, shall be sufficiently given if addressed to Securities Intermediary and received by it at its offices at 101 Barclay Street, New York, New York 10286, or at such other place as Securities Intermediary may from time to time designate in writing.

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: A release from Contributor releasing the Contributor Affiliate and the UPREIT (and its designee(s)) from any obligations and liabilities with respect to the original formation of the Affiliate, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date.

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 legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby and the other Transaction Documents will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

assistant: No Conflicts
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 Borrower, the Administrative Agent or any other Person, sell participations to any Person (other than a natural Person, a Defaulting Lender, a Disqualified Lender (to the extent the list of Person’s described in clause (a) of the definition of “ Disqualified Lender ” is available to the Lenders) or the Borrower or any of the Borrower’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 (x) its Commitment and the Revolving Credit Loans (including for purposes of this clause (b) , participations in L/C Obligations and in Swing Line Loans) at the time owing to it or (y) its Term B Loans at the time 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 Borrower, 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 11.04(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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 429 U.S. 66 97 S.Ct. 345 50 L.Ed.2d 224 Commonwealth of MASSACHUSETTS et al.v.Helen B. FEENEY No. 76-265 Supreme Court of the United States November 8, 1976 Nov. 8, 1976. PER CURIAM. 1 This Court, on its own motion, hereby certifies to the Supreme Judicial Court of the Commonwealth of Massachusetts, pursuant to Rule 3:21 of the Rules of that court, the question of law hereinafter set forth. Statement of Facts 2 On Feeney against the Massachusetts Director of Civil Service (now designated "Personnel Administrator of the Commonwealth") and members of the Massachusetts Civil Service Commission, declaring unconstitutional the Massachusetts veterans' preference statute, Mass.Gen.Laws c. 31, § 23, and enjoining its enforcement by said state officers. 415 F.Supp. 485 (1976). 3 The Attorney General for the Commonwealth, who appeared for all parties defendant in the District Court, has filed a Jurisdictional Statement in this Court stating, at 1-2, that the same is filed "on behalf of the Personnel Administrator of the Commonwealth and the Massachusetts Civil Service Commission," the state officers against whom the District Court judgment was entered. However, the Personnel Administrator of the Commonwealth and the members of the Civil Service Commission have advised the Clerk of this Court, by letter of September 1, 1976, that "the appeal is without our authorization," that "each of us informed the Attorney General of our request that this matter not be appealed," and that "we request that the Court dismiss the appeal." A stipulation filed in the District Court dated June 21, 1976, signed by the Attorney General and the attorney for appellee, confirms these statements in the letter, and states further that the Governor of the Commonwealth has also requested the Attorney General not to prosecute an appeal. 4 The Attorney General, on October 8, 1976, filed a brief in this Court supporting his authority under state law to docket the appeal. 5 It therefore appears that there are involved in the proceeding before this Court questions of Massachusetts law which may be determinative of such cause, with respect to which there seem to be no clearly controlling precedents in the decisions of the Massachusetts Supreme Judicial Court. Accordingly, this Court desires to certify to the Supreme Judicial Court of Massachusetts, pursuant to Rule 3:21 of its Rules, the following question: Question Certified 6 Under the circumstances herein presented, does Massachusetts law authorize the Attorney General of the Commonwealth to prosecute an appeal to this Court from the judgment of the District Court without the consent and over the expressed objections of the state officers against whom the judgment of the District Court was entered? 7 Mr. Justice BLACKMUN would dismiss the appeal for want of jurisdiction.

assistant: 9
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: may allow_ (b) Effect of Admission. Any matter admitted under this rule is conclusively established unless the court on motion permits withdrawal or amendment of the admission. Subject to rule 1.200 governing amendment of a pretrial order, the court may permit withdrawal or amendment when the presentation of the merits of the action will be sub-served by it and the party who obtained the admission fails to satisfy the court that withdrawal or amendment will prejudice that party in maintaining an action or defense on the merits. The liberal standard for relief under this rule reflects the strong preference that genuinely disputed claims be decided upon their merits rather than technical rules of default. See Sterling v. City of West Palm Beach, 595 So.2d 284, 285 (Fla. 4th DCA 1992) (<HOLDING>); Melody Tours, Inc. v. Granville Market Options: A. recognizing judicial admissions doctrine in the virgin islands B. holding that the government may not introduce evidence obtained through violations of the fourth amendment C. holding that evidence obtained through unconstitutional searches and seizures is inadmissible in state court D. recognizing that the use of admissions obtained through a technicality should not form a basis to preclude adjudication of a legitimate claim E. holding that because suppression of illegally obtained evidence is a form of injunctive relief suppression of defendants bank records obtained in violation of rsa chapter 359c is an appropriate remedy

assistant: The best answer is D. recognizing that the use of admissions obtained through a technicality should not form a basis to preclude adjudication of a legitimate 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 case excerpt and choose the best holding from the options. Case excerpt: had counsel. For months thereafter, A.G. was kept from Kory’s custody not because of any findings of neglect by Kory, but because the juvenile court could not determine the nature and extent of Kory’s drug use or whether it would affect his ability to parent the child based upon Kory’s inconsistent compliance with the drug screening and the other terms of the case plan—a case plan that Kory should not have been required to complete in the first place. While we recognize that the child’s health and safety is a paramount concern in the government’s efforts to preserve and reunify the family unit, it must be balanced with the protection of a parent’s constitutional rights. NRS 432B.393(1) and (2); see Matter of Parental Rights as to N.J., 116 Nev. 790, 801-02, 8 P.3d 126, 133-34 (2000) (<HOLDING>). Social Services has an obligation to ensure Options: A. holding that the governments interest in the welfare of children embraces not only protecting children from physical abuse but also protecting childrens interest in the privacy and dignity of their homes and in the lawfully exercised authority of their parents B. recognizing that noncustodial parents have a fundamental liberty interest in the care custody and management of their children C. recognizing that in parental termination proceedings the fundamental liberty interest of parents must be balanced with societys interest in protecting the welfare of children D. recognizing parents fundamental liberty interest in the care custody and management of their children E. holding that natural parents have a fundamental liberty interest in the care custody and management of their children

assistant: The best answer is C. recognizing that in parental termination proceedings the fundamental liberty interest of parents must be balanced with societys interest in protecting the welfare of children
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: when determining the sentence for the underlying offense. An enhancement based on the sheer number of firearms involved in the offense, however, is not the same type of weapon enhancement as the one provided for in § 924(c). Rather, it reflects the Sentencing Commission’s recognition that a defendant whose offense involved three or more firearms is more dangerous than a defendant who was only accountable for one or two firearms — -just like culpability is heightened if any of the firearms were stolen or had an altered or obliterated serial number, U.S.S.G. § 2K2.1 (b)(4). By contrast, § 924(c)(1)(A) punishes a defendant for putting a firearm to a prohibited purpose — namely, possessing it in furtherance of a crime of violence or a drug-trafficking crime or using 240-41 (6th Cir.1994) (<HOLDING>). V Finally, Pineda contends that the district Options: A. holding that the defendants substantial rights were not affected by a sentencing guidelines enhancement even in the absence of a specific finding by the district court because the evidence amply supported the enhancement B. holding that any error by a district court in applying a sentencing enhancement is harmless if it did not change a defendants total offense level C. holding that because the number of weapons involved in the underlying offense to a 924c conviction is a separate type of offense conduct than that punished by 924c itself the district court did not engage in doublecounting when it applied an increase under 2k21bla in conjunction with the sentence for violating 924c D. holding that the district court erred in imposing an enhancement under the 5k20 departure provision where an enhancement under the separate guidelines provision for restraining a victim during the course of an offense would have been appropriate E. holding without discussion that the district court erred by applying the numberofweapons enhancement to an offense underlying the defendants 924c conviction

assistant: The best answer is E. holding without discussion that the district court erred by applying the numberofweapons enhancement to an offense underlying the defendants 924c conviction
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: Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided , however , that unless the Committee provides otherwise (i) a Stock Appreciation Right may, upon the death of the Participant prior to the expiration of the Award, be exercised for up to one (1) year following the date of the Participant’s death even if such period extends beyond ten (10) years from the date the Stock Appreciation Right is granted and (ii) if, at the time a Stock Appreciation Right would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law or the Company’s insider trading policy, the term shall be extended until thirty (30) days after the prohibition no longer applies. The Committee may, subsequent to the granting of any Stock Appreciation Right, extend the period within which the Stock Appreciation Right may be exercised (including following a Participant’s Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary of the date of grant of the Stock Appreciation Right, except as otherwise provided herein in this Section 6.2.

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: Rules provide pleading requirements for fraud claims in federal court, and are therefore the governing authority on this issue. Under the Federal Rules of Civil Procedure, most causes of action need contain only “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a). “Special matters,” such as fraud claims, however, must be “stated with particularity.” Fed.R.Civ.P. 9(b) (“Rule 9(b)”). The elements of a fraud claim requiring particularity include “ ‘the time, place, and contents of the false representations, as well as the identity of the person making the representations and what he obtained thereby.’ ” Harrison, 176 F.3d at 783-84. Also, reasonable detrimental reliance on a misrep ah River Co., 352 F.3d 908, 921-22 (4th Cir.2003) (<HOLDING>). In the complaint in the instant case, the Options: A. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well B. holding that confidential sources need not be named provided they are described in the complaint with sufficient particularity to support the probability that a person in the position occupied by the source would possess the information alleged C. holding that fraud claims were wrongfully dismissed for insufficient particularity as they provided sufficient notice of the facts of the alleged misconduct D. holding that the fraud claims against the defendant should not have been dismissed as the complaint provided him with fair notice of the claims made against her E. holding that notice of judgment was insufficient

assistant: The best answer is C. holding that fraud claims were wrongfully dismissed for insufficient particularity as they provided sufficient notice of the facts of the alleged misconduct
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: is similarly misplaced. Although the Court of Appeals for the Federal Circuit stated that “[a] decision made with blinders on, based on misinformation or a lack of information, cannot be binding as a matter of fundamental fairness and due process,” id. at 943 (internal quotation marks and citation omitted), the case before it involved a plaintiff who retired from his employment after receiving a reduction-in-force notice that failed to inform him that he would be forfeiting his right to appeal the reduction-in-force decision by retiring. Id. The misleading notice therefore affected the plaintiffs right to appeal an adverse decision, which is entitled to more protection than the right to be informed of possible penalties. Cf Betts v. Bd. of Educ., 466 F.2d 629, 633 (7th Cir.1972) (<HOLDING>). In addition, Herrada has been unable to cite Options: A. holding that a students private school tuition should be reimbursed where parent did not unilaterally place student in private school because the school district tacitly consented to the private school attendance before proposing a different placement B. holding that where a high school student and the students mother received adequate notice of the charges had sufficient opportunity to prepare for the meeting with school personnel were accorded an orderly hearing and were given a fair and impartial decision no due process violation occurred even though the school failed to provide advance notice that the potential disciplinary actions included a transfer to another school C. holding that a school district was not liable for sexual molestation of plaintiffs daughter by a teacher even though the acts occurred on school property and during school hours D. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver E. recognizing due process right to notice and informal hearing in school disciplinary process

assistant: The best answer is B. holding that where a high school student and the students mother received adequate notice of the charges had sufficient opportunity to prepare for the meeting with school personnel were accorded an orderly hearing and were given a fair and impartial decision no due process violation occurred even though the school failed to provide advance notice that the potential disciplinary actions included a transfer to another school
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 the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within one (1) Trading Day following the respective Clearing Date, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 4590i. Hill v. Milani, 686 S.W.2d 610, 613 (Tex.1985) (declining to apply article 5537 (now Tex.Civ. PRAC. & Rem.Code Ann. § 16.063) which suspends the statute of limitations while a person is temporarily absent from the state, to cases filed under article 4590i); Liggett v. Blocher, 849 S.W.2d 846, 850-51 (Tex.App.—Houston [1st Dist.] 1993, no writ) (declining to apply the unsound mind tolling provision of Tex.Civ.Prac. & Rem.Code Ann. § 16.-001(a)(2) to a case filed under article 4590i); see Desemo v. Gafford, 692 S.W.2d 571, 574 (Tex.App.—Eastland 1985, writ ref'd n.r.e.) (declining to apply article 5535 (now Tex.Civ. Prac. & Rem.Code Ann. § 16.001(a)(2)) to a case filed under article 4590i); Waters ex rel. Walton v. Del-KY, Inc., 844 S.W.2d 250, 256 (Tex.App.—Dallas 1992, no writ) (<HOLDING>). Appellants respond that, under the particular Options: A. holding that tolling accorded to persons of unsound mind continued during disability regardless that next friend might have sued B. holding that the express provisions of article 4590i exclude the unsound mind tolling provision of texcivprac remcode ann 16001a2 and b C. holding that the appointment of a conservator will not cease the tolling of the statute of limitations for those of unsound mind D. holding that the hearing provisions of the ina supersede the provisions of the apa E. holding that parents were not entitled to use infancy tolling provisions and that the statute of limitations barred their claims

assistant: The best answer is B. holding that the express provisions of article 4590i exclude the unsound mind tolling provision of texcivprac remcode ann 16001a2 and b
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 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 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 case excerpt and choose the best holding from the options. Case excerpt: not require the debtor to perform any particular services but only to hold himself available to consult as called upon, and (3) compensated the debtor according to a fixed, front-loaded payment schedule which did not correlate to the actual services provided by the debtor, who received the first several monthly payments without rendering any services. Id. at 605-07. Nor does the inclusion of a non-compete provision in the Consulting Agreement alter the Court’s analysis. To the contrary, as other federal courts have recognized, post-petition payments under a pre-petition non-compete agreement are property of the debtor’s bankruptcy estate where, as here, the non-compete agreement was intertwined with the pre-petition sale of the debtor’s business. See, e.g., Andrews, 80 F.3d at 910-11 (<HOLDING>); Johnson, 178 B.R. at 218-19 (holding payments Options: A. holding postpetition payments due to the debtor under a prepetition noncompete agreement were not property of the estate because the debtor had not done all acts necessary to accrue his right to the future payments B. holding noncompete payments were not exempt from the debt ors bankruptcy estate as earnings from postpetition services under 541a6 because the noncompete agreement was inextricably intertwined with the debtors sale of stock that was an includable bankruptcy asset that predated debtors bankruptcy petition C. holding contingent prepetition property rights were sufficiently rooted in the prebankruptcy past to be part of the bankruptcy estate under 11 usc 541 D. holding postpetition payments under a prebankruptcy noncompete agreement the debtor entered in connection with the sale of a business in which the debtor was a part owner were sufficiently rooted in the debtors prebankruptcy past that they belonged to the estate where the noncompete agreement was an integral part of the sale E. holding that in the absence of a hold harmless agreement a former spouse has no claim against the debtor to pay a debt listed on the divorce agreement as belonging to the debtor because such a debt is not incurred in connection with the divorce but was incurred in connection with the debtors and former spouses original transaction with the creditor

assistant: The best answer is D. holding postpetition payments under a prebankruptcy noncompete agreement the debtor entered in connection with the sale of a business in which the debtor was a part owner were sufficiently rooted in the debtors prebankruptcy past that they belonged to the estate where the noncompete agreement was an integral part of the sale
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 consideration of the agreements of Administrative Agent and Pass Creek contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and Parent (collectively, the “ Loan Parties ”) hereby unconditionally and irrevocably remises, acquits, and fully and forever releases and discharges Administrative Agent and Pass Creek and all respective affiliates and subsidiaries of Administrative Agent and Pass Creek, their respective officers, employees, agents, attorneys, principals, advisors, directors and shareholders, and their respective heirs, legal representatives, successors and assigns (collectively, the “ Released Lender Parties ”) from any and all claims, demands, causes of action, obligations, remedies, suits, damages and liabilities (collectively, the “ Loan Party Claims ”) arising out of or related to the Credit Agreement, the other Loan Documents, or the transactions contemplated therein, whether now known, suspected or claimed, whether arising under common law, in equity or under statute, which any Loan Party ever had or now has against the Released Lender Parties which may have arisen at any time on or prior to the date of this Amendment. Each Loan Party covenants and agrees never to commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Released Lender Parties any action or other proceeding based upon any of the Loan Party Claims which may have arisen at any time on or prior to the date of this Amendment. Each Loan Party acknowledges and agrees that the Released Lender Parties have acted in good faith in negotiating and entering into this Amendment and that the provisions hereof are not in breach or violation of any duty or obligation, express or implied, of the Released Lender Parties to any such Loan Party. The agreements of each Loan Party set forth in this Section 15 shall survive the termination or expiration of this Amendment and the termination of the Loan Documents and the repayment, satisfaction or discharge of the Obligations.

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: defect upon which the trial court relied. Further, there was no prejudice that resulted by the absence of a written order appointing a commission. In the instant case, a review of the transcript of the hearing before the original judge, which the subsequent judge did not have the benefit of, shows that defense counsel did not raise any objections based on the State’s failure to meet the requisites of rule 3.190. Rather, defense counsel’s only objection was that he would prefer to have the victim at trial. Nevertheless, the defense accepted the court’s offer to perpetuate the victim’s testimony and received the continuance it desired, thereby waiving the requisites of rule 3.190(j). Further, as the defense can show no prejudice, Richardson v. State, 246 So.2d 771, 774 (Fla.1971)(<HOLDING>), we grant the State’s petition and quash the Options: A. holding that reversal is proper only when a rule 16 violation results in prejudice to substantial rights B. holding that the violation of a rule of procedure prescribed by this court does not call for a reversal of a conviction unless the record discloses that noncompliance with rule resulted in prejudice or harm to the defendant C. holding that prosecutorial error does not warrant reversal unless substantial prejudice results D. recognizing this rule E. holding that the applicable rule of procedure vests a successor judge with judicial discretion to review the jury verdict on a motion for new trial on the ground that such verdict was contrary to the weight of the evidence where the record clearly discloses that no question of the credibility of the witnesses or the weight to be given to their testimony will require resolution by him

assistant: The best answer is B. holding that the violation of a rule of procedure prescribed by this court does not call for a reversal of a conviction unless the record discloses that noncompliance with rule resulted in prejudice or harm to the defendant
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: identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed , or access to which is to be disabled , and information reasonably sufficient to let us locate the material .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by Laws.

assistant: Severability
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 all purposes of this Agreement, Option Shares include shares of Common Stock and the Company’s capital stock of any class or series issued with respect to Common Stock by way of a stock split, stock dividend, reclassification or other recapitalization to the fullest extent permitted by the Plan. The exercise price of Options granted under this Agreement and the number of Option Shares issuable in respect of Options shall be subject to equitable adjustment by the Company as a result of any of the events referred to in this section or those determined in the absolute discretion of the Company to be analogous thereto.

assistant: Adjustments
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 Creditor agrees to indemnify the Collateral Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from and against such Lender’s ratable share (calculated based on the outstanding principal amount of the Secured Obligations owing to, including commitments of, such Creditors) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the other Transaction Documents; provided , that no such Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Collateral Agent’s or such Affiliate’s gross negligence, bad faith or willful misconduct. Without limiting the foregoing, each such Lender further agrees to reimburse the Collateral Agent promptly upon demand for its ratable share (calculated based on the outstanding principal amount of the Secured Obligations owing to, and commitments of, such Creditors) of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the Transaction Documents, to the extent that the Collateral Agent is not reimbursed therefor by the Borrower.

assistant: Indemnifications