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 Borrower shall indemnify each Lender against any loss or expense (but not loss of profit or margin) that such Lender may sustain or incur in connection with any Loan made to the Borrower as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Alternative Rate Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Alternative Rate Loan to an ABR Loan, COF Rate Loan or Alternative Rate Loan, or the conversion of the Interest Period with respect to any Alternative Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Alternative Rate Loan to be made by such Lender (including any Alternative Rate Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by Borrower hereunder, or (iv) an assignment pursuant to Section 2.21 (any of the events referred to in this clause (a) being called a “ Breakage Event ”), or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess , as reasonably determined by such Lender, of (i) its actual cost of obtaining funds for the Alternative Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period (but in no event will such loss include loss of profit or margin). A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 5(a) as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Option shall immediately vest and become exercisable on the date of the Defined Termination for a number of shares based on either (i) the degree of performance under Section 1(c) attained as of the date of the Defined Termination, and/or (ii) the portion of the performance period under Section 1(c) elapsed as of the date of the Defined Termination, as determined by the Committee, and the Participant’s Option shall no longer be subject to the vesting conditions set forth in Section 1(b) or Section 1(c).

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: TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE GUARANTOR AND OWNER EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS GUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEBTOR, FLEX WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THE PREMISES (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD AND TENANT TO ENTER AND ACCEPT THIS LEASE.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a special needs case that essentially used the special needs doctrine to reach the result reached by Samson. See McCullough, 6 P.3d at 780-81. Likewise, Sullivan did not analyze the facts of the case for anything resembling voluntariness. See 975 N.E.2d at 1001. Neither did its jurisprudential progenitor, Benton. See 695 N.E.2d at 761. Rather, Benton simply concluded parolees may be subjected to suspicionless searches based on policy grounds largely related to the parolee’s status. See id. Our rejection of Samson in Ochoa leads us to reject these cases as well. See 792 N.W.2d at 287-91. Additionally, two cases pique our concern that suspicionless consent searches of parolees also impact persons who live with parolees. See McFerrin v. State, 344 Ark. 671, 42 S.W.3d 529, 534-35 (2001) (<HOLDING>); Devore, 2 P.3d at 156-57 & nn. 1, 2 (holding Options: A. holding that a parole condition which restricted a parolees access to the internet unless he had prior approval of his parole officer was reasonably related to reintegrating the parolee into his community and protecting the general public and did not violate parolees first amendment rights B. holding suspicionless searches of parolees cannot be justified by consent if prospective parolee does not have freedom to accept or reject parole C. holding parole officer could extract consent from parolees sister prior to parolees release D. holding requirement that a prisoner agree to search condition of parole is reasonable in light of the parolees significantly diminished privacy interests E. holding warrantless search of common areas of parolees apartment which he shared with his mother was lawful even though parolees mother may not have consented to the search

assistant: The best answer is C. holding parole officer could extract consent from parolees sister prior to parolees release
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Kruchek does not offend the aim of clarity underlying the per se nature of the automobile exception. By contrast, the rule of constructive impoundment advocated by defendant would return police to the complex task of legal fact-matching under dynamic field conditions that the court in Brown sought to avoid. Further, defendant’s theory cannot be reconciled with results in Brown and Kosta that were based on circumstances comparable to those found here. Unlike in Kruchek, there is no evidence that, when the search of defendant’s backpack occurred, the car was impounded or that the investigating officers had arranged for it to be towed. vehicle when first encountered by police are not germane to our decision in this case. See, e.g., State v. Kock, 302 Or 29, 33, 725 P2d 1285 (1986) (<HOLDING>). 4 We consistently have followed Kruchek in Options: A. holding that parked police vehicle could not constitute other traffic B. holding on direct review that defendant was not in custody when he was interviewed by law enforcement officers in a parked police vehicle which was unmarked and unlocked C. holding automobile exception applied to shotgun seized from trunk of vehicle parked at defendants home D. holding automobile exeeption did not apply to warrantless search of vehicle where vehicle was not readily mobile because the vehicle was legally parked in parking lot occupants of vehicle were seated on a bench in the playground near the parking lot police officers surrounded the vehicle and the driver of the vehicle was handcuffed for safety purposes E. holding that the automobile exception does not apply to a vehicle that is parked immobile and unoccupied when police encounter it

assistant: The best answer is E. holding that the automobile exception does not apply to a vehicle that is parked immobile and unoccupied when police encounter it
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) The execution, delivery and performance of this Agreement by the Parent and Buyer do not and will not (i) violate, conflict with or result in the breach of any provision of the charter or by-laws of the Parent or Buyer, (ii) conflict with or violate in any material respect any Law or Order applicable to any of the Parent or Buyer, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of the Parent or Buyer pursuant to, any note, bond, mortgage, indenture, license, permit, lease, sublease or other Contract to which the Parent or Buyer is a party or by which any of its assets or properties is bound or affected, except as would not reasonably be expected to result in a Material Adverse Effect on the Parent or Buyer.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: full use of the fitbit service requires that you create an account by providing us with information such as your full name and a valid email address , as well as a strong password .

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: The Founder represents and warrants to the Employer that (a) the Founder understands and voluntarily agrees to the provisions of this Agreement; (b) the Founder is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement; (c) the Founder has had the opportunity to consult legal counsel of his own selection about this Agreement; and (d) the Founder is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Founder from performing the services to the Employer that the Founder has agreed to provide hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restrict ion. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or un enforceable.

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: Each Agent and each Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable commercial finance companies, any non-public information supplied to it by the Loan Parties pursuant to this Agreement or the other Loan Documents which is identified in writing by the Loan Parties as being confidential at the time the same is delivered to such Person (and which at the time is not, and does not thereafter become, publicly available or available to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), provided that nothing herein shall limit the disclosure by any Agent or any Lender of any such information (i) to its Affiliates and to its and its Affiliates' respective equityholders (including, without limitation, partners), directors, officers, employees, agents, trustees, counsel, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential in accordance with this Section 12.19); (ii) to any other party hereto; (iii) to any assignee or participant (or prospective assignee or participant) or any party to a Securitization so long as such assignee or participant (or prospective assignee or participant) or party to a Securitization first agrees, in writing, to be bound by confidentiality provisions similar in substance to this Section 12.19; (iv) to the extent required by any Requirement of Law or judicial process or as otherwise requested by any Governmental Authority; (v) to the National Association of Insurance Commissioners or any similar organization, any examiner, auditor or accountant or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify Loan Parties; (vi) in connection with any litigation to which any Agent or any Lender is a party; (vii) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; or (viii) with the consent of the Administrative Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: insurance “against all DIRECT LOSS BY FIRE, LIGHTNING AND BY REMOVAL FROM PREMISES ENDANGERED BY THE PERILS INSURED AGAINST IN THIS POLICY, EXCEPT AS HEREINAFTER PROVIDED....” La.Rev.Stat. § 22:691(F) (capital letters in original). The form also provides that insurance against any other peril “shall be by endorsement in writing hereon or added hereto.” Id. A. Perils Other Than Fire The parties disagree as to whether the VPL applies to perils other than fire. Defendants assert that the plain language of the VPL demonstrates that it applies only to the peril of fire, that the history of the VPL shows that it historically was meant to protect against the particular problems of evaluating a loss caused by fire, and that federal courts have found that the VPL applies only to 1288 (La.1978) (<HOLDING>); and Holloway v. Liberty Mutual Fire Ins. Co., Options: A. holding that a standard employers liability policy is not an ocean marine policy B. holding that a schools excess policy was primary over a students homeowners policy for injuries to the student during physical education class C. holding that obligation to pay mortgage on home was satisfied by payment of fire insurance proceeds where husband maintained fire insurance policy D. holding that the standard fire policy and a broader homeowners policy were so intertwined that the prescriptive period in the standard fire policy applied to nonfire perils E. holding that standard occurrencebased policy was intended to provide coverage when damage or injury occurs during the policy period

assistant: The best answer is D. holding that the standard fire policy and a broader homeowners policy were so intertwined that the prescriptive period in the standard fire policy applied to nonfire perils
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 set forth in Schedule 3(p) , none of the officers, directors or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries, any corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest or is an employee, officer, director, trustee or partner.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: To prevail on a claim for inducement of breach of contract under both the Tennessee common law and statute, Tenn. Code Ann. § 47-50-109, a plaintiff must first prove, as a threshold matter, the existence of a legal and enforceable contract. Hanger Prosthetics & Orthotics E., Inc. v. Kitchens, 280 S.W.3d 192, 205 (Tenn.Ct. App.2009); New Life Corp. v. Thomas Nelson, Inc., 932 S.W.2d 921, 926 (Tenn.Ct. App.1996); Emmco Ins. Co. v. Beacon Mut. Indem. Co., 204 Tenn. 540, 322 S.W.2d 226, 231 (1959). If the contract provisions upon which Affinion’s claims are based are unenforceable as a matter of law and/or public policy, then Affinion’s claims based upon EOC’s inducement of the breach of those particular provisions will necessarily fail. See Givens v. Mullikin, 75 S.W.3d 383 (Tenn.2002) (<HOLDING>); TSC Indus., Inc. v. Tomlin, 743 S.W.2d 169, Options: A. holding that an attorney approval clause in a contract for the sale of real estate was a part of that contract and would have to be satisfied for the underlying contract to be enforceable B. holding that the plaintiff failed to allege breach of a valid and enforceable contract but stated a claim for promissory estoppel C. holding that the plaintiff had not stated a claim for inducement to breach a contract where she had not alleged facts sufficient to show the existence of an enforceable underlying contract D. holding that plaintiff stated a claim for breach of contract when it alleged the government failed to purchase insurance for plaintiff as agreed by contract E. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract

assistant: The best answer is C. holding that the plaintiff had not stated a claim for inducement to breach a contract where she had not alleged facts sufficient to show the existence of an enforceable underlying contract
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 may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 2(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq . and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

assistant: Disability
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 section 440.13, Florida Statutes, controls. See Butler v. Bay Center/Chubb Ins. Co., 947 So.2d 570, 572 (Fla. 1st DCA 2006) (procedural changes apply without regard to the date of accident). Section 440.13(2)(f), Florida Statutes (2005), allows a claimant to make one change in his treating physician during the course of treatment for an accident. The carrier is to authorize an alternative physician who is not professionally affiliated with the prior treating physician. However, “[ujnder the 2005 version of the workers’ compensation law, the employer/carrier is no longer statutorily required to provide a claimant with the choice of three physicians.” Butler, 947 So.2d at 573. To be entitled to a change in physician, claimant must first avail himself of the treatment authorized. Id. (<HOLDING>). Here, claimant was not entitled to a onetime Options: A. recognizing physician assistant as agent of the supervising physician B. holding that a claimant establishes a prima facie case for compensable medical treatment where a qualified physician indicates treatment was necessary for a workrelated condition C. holding testimony about plaintiffs mental and physical state before treatment by physician was relevant D. holding the procedural right to request a onetime change of physician during the course of treatment does not attach until claimant actually begins treatment with the initially authorized physician E. holding that a claimants benefits were rightly suspended under what is now section 8434043 when the claimant did not return to the authorized physician for treatment

assistant: The best answer is D. holding the procedural right to request a onetime change of physician during the course of treatment does not attach until claimant actually begins treatment with the initially authorized physician
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: resources and ability to assess the settlement agreement beyond the average layperson or enterprise. Moreover, there were only 364 requests for exclusion from the Class, which is 2.76% of the Notice addressees, or virtually di min-imis in light of the over 13,200 Notices of settlement that were sent (as well as published notices and press releases about the settlement). Furthermore, many of the 364 requests for exclusion come from entities or subsidiaries organizationally related to other opt-out filers, and so the Court understands that the number of distinct, independent parties who have excluded themselves likely is less than 364 in number. Keough Aff. ¶ 17. As such, this factor weighs in favor of the proposed settlement’s fairness and adequacy. See Cendant Corp., 264 F.3d at 234-35 (<HOLDING>). c. The Stage of the Proceedings and the Options: A. recognizing that low number of objectors and optouts strongly favors settlement and that the vast disparity between the number of potential class members who received notice of the settlement and the number of objectors creates a strong presumption that this factor weighs in favor of the settlement B. holding that small proportion of objectors constituted tacit consent to settlement C. holding that in the context of a settlement contract the defrauded party may either 1 rescind the settlement or 2 ratify the settlement retain the proceeds and institute an action to recover fraud damages D. holding that entry of settlement decree without notice to putative class members violated the due process rights of the class members E. holding that only 29 objections in 281 member class strongly favors settlement

assistant: The best answer is A. recognizing that low number of objectors and optouts strongly favors settlement and that the vast disparity between the number of potential class members who received notice of the settlement and the number of objectors creates a strong presumption that this factor weighs in favor of the settlement
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: lawsuit [need] not contain specific facts establishing a prima facie case of discrimination under the framework set forth in [McDonnell Douglas].’ " Bell Atl. Corp. v. Twombly, 550 U.S. 544, 569-70, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (emphasis added) (first alteration in original) (quoting Swierkiewicz v. Sorema N.A., 534 U.S. 506, 508, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002)). In both contexts, demonstrating that relief is "plausible” is part of the requisite "prima facie showing.” Put differently, there is nothing inconsistent about saying that the defendant must make a "prima facie showing” in one case and saying that the defendant must show that relief is "plausible” in another case. 1 . Sea, e.g., Export Grp. v. Reef Indus., Inc., 54 F.3d 1466, 1470-71 (9th Cir.1995) (<HOLDING>); see also New Hampshire v. Maine, 532 U.S. Options: A. holding that party was an agent under the plain terms of his contracts B. holding that a party waived the right to allege contrary facts on appeal eg that defendant was not an agent or instrumentality of the mexican government for sovereign immunity purposes where the party alleged that the defendant was an agent or instrumentality in its complaint C. holding that anonymous statement was admissible as a statement by a partys agent under rule 801d2d and noting that a district court should be presented with sufficient evidence to conclude that the person who is alleged to have made the damaging statement is in fact a party or an agent of that party D. holding that an entity majorityowned by an agency or instrumentality of a foreign state is itself an agency or instrumentality of that foreign state under the fsia E. holding that the employer was not the insurers agent

assistant: The best answer is B. holding that a party waived the right to allege contrary facts on appeal eg that defendant was not an agent or instrumentality of the mexican government for sovereign immunity purposes where the party alleged that the defendant was an agent or instrumentality in its complaint
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: (“Waiver refers to a party’s intentional relinquishment or abandonment of a known right.”) (internal quotation marks omitted). Paulson & Nace does not contend that Chicago Insurance had actual knowledge of its known risk defense prior to November 2011, but rather argues that this is irrelevant. Appellants’ Br. 28-29. The law firm asserts that the relevant date is March 2010, when Chicago Insurance received documents that contained the correct dates of the medical malpractice proceedings. Thus, according to Paulson & Nace, Chicago Insurance had constructive knowledge of its defense nearly two years before invoking it. There may be instances under D.C. law in which constructive knowledge suffices to result in waiver. See, e.g., Gov’t Emps. Ins. Co. v. Govan, 451 A.2d 884, 886 (D.C.1982) (<HOLDING>). But this is not such a case. Paulson & Nace Options: A. holding that the insureds liability has been established by the settlement and the insurer may not later relitigate the issue B. holding that an agreement between insurer and insureds whereby insurer reimbursed insureds for costs of providing insurers administrative services did not violate antirebate statutes where agreements were not offered as an inducement to purchase insurance and reimbursements were reasonable in comparison to services rendered C. holding that an insurer had constructive knowledge of insureds driving history where the insurer possessed actual knowledge that the insured had misrepresented her driving record on her insurance application and where a reasonable inquiry would have revealed the insureds true driving record D. holding that insureds demand to insurer was liquidated when insurer did not point to any evidence at trial in support of its contention that damages were disputed E. holding that insured may recover attorneys fees from insurer where insurer acts in bad faith

assistant: The best answer is C. holding that an insurer had constructive knowledge of insureds driving history where the insurer possessed actual knowledge that the insured had misrepresented her driving record on her insurance application and where a reasonable inquiry would have revealed the insureds true driving record
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: their own machines suggests that the demand for parts can be separated from the demand for service. Kodak does not dispute appellants’ claim that some equipment owners have (perhaps surreptitiously) bought service from ISOs and parts from Kodak. Nor does Kodak dispute appellants claim that other equipment owners would have contracted with ISOs for service if they could have obtained parts separately. Cf. Dimidowich v. Bell & Howell, 803 F.2d 1473, 1480 n. 3 (9th Cir.1986) (applying California law) (noting that for some products, such as automobiles, the parts market is distinct from the service market), modified 810 F.2d 1517 (9th Cir.1987); Digidyne Corp. v. Data General Corp., 734 F.2d 1336, 1339 (9th Cir.1984), cert. denied, 473 U.S. 908, 105 S.Ct. 3534, 87 L.Ed.2d 657 (1985) (<HOLDING>). Having established that a tying arrangement Options: A. holding ripe for review advisory guidelines for processing freedom of information act requests B. holding that separate tax identity existed where entity engaged in its own business ventures separate from its stockholder and in independent legal actions against third parties C. holding that separate markets existed for computer central processing unit and computer operating system D. holding no defamation existed E. holding that standing existed

assistant: The best answer is C. holding that separate markets existed for computer central processing unit and computer operating system
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: as a user , you must be responsible for your use of this website , our affiliate sites , and any transaction involving vacation rentals facilitated by instant booking and/or listed on affiliate sites .

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: Nexus has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively the “ Agreements ”) to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Agreements by Nexus and the consummation by Nexus of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Nexus, and except as otherwise provided in this Agreement, no other corporate proceedings on the part of Nexus are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of Nexus and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Nexus does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the Nexus Shares in connection with the Share Exchange.

assistant: Authorizations
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: proper in determining whether the defendant intended to carry out his threats. See United States v. Carter, 111 F.3d 509, 513 (7th Cir.1997) (“In deciding whether to apply the enhancement, courts may evaluate not only a defendant’s overt activity connected to the threat, but also the nature and seriousness of the threats themselves.”); United States v. Kirsh, 54 F.3d 1062, 1073 (2d Cir.1995) (considering the fact that the threatening letters contained language such as, “I’m going to blow you away,” along with the defendants’ overt act of possessing weapons in determining that the six-point enhancement was proper). The district court, however, may not rely on the threats alone to apply a § 2A6.1(b)(l) six-level enhancement. See United States v. Goynes, 175 F.3d 350, 355 (5th Cir.1999) (<HOLDING>). But see United States v. Thomas, 155 F.3d Options: A. holding that parole status alone is insufficient to justify search of a parolee B. holding that the writing of multiple threatening letters and the nature of their content alone are insufficient to justify a sixlevel enhancement pursuant to 2a61b2 C. holding that the existence and content of a police report are not properly the subject of judicial notice D. holding that adverse inference alone insufficient to support a motion for summary judgment E. holding that the existence of a written contract gives rise to the presumption that the parties have reduced their prior agreements to writing

assistant: The best answer is B. holding that the writing of multiple threatening letters and the nature of their content alone are insufficient to justify a sixlevel enhancement pursuant to 2a61b2
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 each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority, and (d) do not violate, conflict with or cause a breach or a default under (i) any Law applicable to any Credit Party, (ii) any of the Organizational Documents of any Credit Party, or (iii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as would not, with respect to this clause (iii), reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 6 below, the Award shall vest and become nonforfeitable with respect to one hundred percent (100%) of the total number of Stock Units on the [First, Second, Third, Fourth or Fifth] anniversary of the Award Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: when he had been sentenced two years prior to Portillo. Thus, the court omitted that portion of the judgment requiring payment “jointly and severally with Isidro Silva Rubio (Case No. 2:96-cr-33).” Second, the court discovered that it had erred by ordering restitution to be paid to the GBI rather than to the six illegal aliens listed in Rubio’s PSI. Thus, the court corrected the order to substitute the six aliens for the GBI as payees. Because we find that the errors corrected by the court in Portillo’s judgment and commitment order were merely clerical, we affirm. I. DISCUSSION We review the district court’s application of Fed.R.Crim.P. 36 to correct its judgment at sentencing as a matter of law de novo. See United States v. Pease, 331 F.3d 809, 812, 149, 151 (11th Cir.1990) (<HOLDING>); United States v. Werber, 51 F.3d 342, 347 (2d Options: A. holding that a potential prison sentence of up to five years was clearly serious B. holding that the district court erred when it used rule 36 to amend the defendants sentence to include an order of forfeiture that had been agreed to in the plea agreement but which the court failed to make a part of its judgment at sentencing C. holding that rule 36 may not be used by the district court to fundamentally alter the defendants sentence from three to five years imprisonment in an attempt to conform the sentence to the intention of the parties as reflected in the plea agreement which provided that the prisoner would serve exactly five years D. holding that sentences of five years in prison followed by ten years probation were illegal sentences that exceeded the statutory maximum of five years for a thirddegree felony E. holding that rule 36 was inapplicable when a court order fundamentally changed the sentence appellant had earlier received

assistant: The best answer is C. holding that rule 36 may not be used by the district court to fundamentally alter the defendants sentence from three to five years imprisonment in an attempt to conform the sentence to the intention of the parties as reflected in the plea agreement which provided that the prisoner would serve exactly five years
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: argues that because Hyson’s request was eventually approved, albeit by a different manager, her denial of leave claim was “moot ab initio.” Def.’s Mem. at 10 n. 5, 30. As above, Hyson replies only that “a reasonable trier of fact could find” a denial of leave to be materially adverse. Pl.’s Opp’n at 26. The Architect has the stronger position. Although a denial of leave can constitute materially adverse action, see Diggs v. Potter, 700 F.Supp.2d 20, 43 (D.D.C.2010), Hyson’s September 13, 2007 leave was never denied. Her request was eventually granted, albeit after a delay, see Def.’s Mem. Ex. DD (Supplemental Mem.) at 2, and such a delay would not deter a reasonable employee from pursuing a charge of discrimination. See Zelaya v. UNICCO Service Co., 733 F.Supp.2d 121, 131 (D.D.C.2010) (<HOLDING>). 3. Hyson Has Not Raised a Genuine Issue of Options: A. holding that an initial denial of leave did not constitute materially adverse action because the plaintiff was ultimately allowed to take the leave without any other consequence to her B. holding that because plaintiff chose to leave her employer she did not suffer any tangible employment action C. holding that an employee who did not present evidence that she could have returned to work prior to the expiration of her fmla leave allowance was not entitled to additional leave merely because her employer had not properly provided her with notice that the leave was designated as fmla leave D. holding that leave banks do not constitute salary and that any reduction to leave banks would not negate an exempt employees status E. holding that accused was not in custody when told he was not under arrest and was free to leave and did in fact freely leave the interview

assistant: The best answer is A. holding that an initial denial of leave did not constitute materially adverse action because the plaintiff was ultimately allowed to take the leave without any other consequence to her
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: persecution, the applicant must prove (1) a ‘subjectively genuine and objectively reasonable’ fear of persecution, that is (2) on account of a protected ground.” Silva v. U.S. Att’y Gen., 448 F.3d 1229, 1236 (11th Cir.2006) (citations omitted). A petitioner may file a motion to reopen where there is new evidence that is material and was not available and could not have been discovered or presented at the removal hearing. See 8 C.F.R. §§ 1003.2(c)(1), 1003.23(b)(3). The regulations provide that a motion to reopen “shall not be granted unless it appears to the Board that evidence sought to be offered is material and was not available and could not have been discovered or presented at the former hearing.” 8 C.F.R. § 1003.2(c)(1); see also See Al Najjar, 257 F.3d at 1302 (11th Cir.2001) (<HOLDING>). Here, Volkova’s evidence primarily consisted Options: A. recognizing that bia may deny motion to reopen where movant has not established prima facie eligibility for relief sought B. recognizing that failure to offer new previously unavailable evidence establishing a prima facie case for the underlying relief sought is a proper ground on which the bia may deny a motion to reopen C. holding that a motion to reopen may be denied for failure to introduce previously unavailable evidence D. recognizing that there are at least three independent grounds on which the bia may deny a motion to reopen 1 failure to establish a prima facie case 2 failure to introduce evidence that was material and previously unavailable and 3 a determination that despite the aliens statutory eligibility for relief he or she is not entitled to a favorable exercise of discretion E. holding that a movants failure to establish a prima facie case for the underlying substantive relief is a proper ground for the bia to deny a motion to reopen

assistant: The best answer is D. recognizing that there are at least three independent grounds on which the bia may deny a motion to reopen 1 failure to establish a prima facie case 2 failure to introduce evidence that was material and previously unavailable and 3 a determination that despite the aliens statutory eligibility for relief he or she is not entitled to a favorable exercise of discretion
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 provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

assistant: Enforcements