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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1141, 1145 (5th Cir.1990). To the extent that a ruling was a reconsideration of a question of law, however, the standard of review is de novo. Tyler v. Union Oil Co., 304 F.3d 379, 405 (5th Cir.2002); Fletcher, 210 F.3d at 512. This Court reviews a district court’s refusal to hold a party in civil contempt under the abuse of discretion standard. Piggly Wiggly Clarksville, Inc. v. Mrs. Baird’s Bakeries, 177 F.3d 380, 382 (5th Cir.1999). III. The Union first disputes the district court’s limitation of the arbitration awards to the period before the Union was decertified. When the NLRB decertified the Union on September 18, 2000, the CBA automatically terminated by operation of law. See Sheet Metal Workers’ Int’l Ass’n. Local 206 v. West Coast Sheet Metal Co., 954 F.2d 1506 (9th Cir.1992) (<HOLDING>). Arbitration awards ordering reinstatement and Options: A. holding that cba became void prospectively as of the decertification of the union B. holding union members state law claims for defamation against union preempted C. recognizing that union members interests are adequately represented by the union D. holding that a rico action by union members was properly dismissed where any financial improprieties occurred with union funds and directly injured solely the union E. holding that a union officials comments may be used to infer the object of union activity

assistant: The best answer is A. holding that cba became void prospectively as of the decertification of the union
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: her with an elevator key. (Pl.’s Mot. 19-20.) II. DISCUSSION A. Legal Standard 1. Mandatory Preliminary Injunction A plaintiff seeking a preliminary injunction must establish that: (1) she is likely to succeed on the merits; (2) she is likely to suffer irreparable harm in the absence of preliminary relief; (3) the balance of equities tips in her favor; and (4) an injunction is in the public interest. Winter v. Natural Res. Def. Council, 555 U.S. 7, 129 S.Ct. 365, 374, 172 L.Ed.2d 249 (2008). In the Ninth Circuit, preliminary injunction is also appropriate if the plaintiff can show that “serious questions going to the merits were raised and the balance of hardship tips sharply towards the plaintiff’s favor.” Alliance for the Wild Rockies v. Cottrell, 622 F.3d 1045, 1052 (9th Cir.2010) (<HOLDING>) (citation omitted). A mandatory injunction, Options: A. recognizing a challenge to jurisdiction as a viable claim B. recognizing sentencing manipulation as a viable defense C. holding that a defendants attorney can waive the defendants sixth amendment confrontation right so long as the defendant does not dissent from his attorneys decision and so long as it can be said that the attorneys decision was a legitimate trial tactic or part of a prudent trial strategy D. holding that so long as a complaint provides notice plaintiff can recover under any theory supported by the evidence E. holding that the sliding scale test remains viable so long as plaintiff can satisfy other factors contained in winter

assistant: The best answer is E. holding that the sliding scale test remains viable so long as plaintiff can satisfy other factors contained in winter
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 other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any party. Without limiting the foregoing, if the limitation on the time period for bringing claims being limited to the Survival Period is held by a court to be unenforceable, Purchaser and Seller hereby agree that the applicable limitations period for bringing claims under this Agreement shall be reduced to the shortest period permitted under applicable law. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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 case excerpt and choose the best holding from the options. Case excerpt: answer and affirmative defenses within 15 days of the entry of this order. 1 . The other plaintiff in this case, R.E. Ginna Nuclear Power Plant, LLC, is Rochester’s successor-in-interest, having acquired Rochester Gas & Electric’s nuclear power plant on June 10, 2004. 2 . See also Nonhem States Power Co. v. United States Dept. of Energy, No. 97-1064, 1998 WL 276581, at *2 (D.C.Cir. May 5, 1998) (denying motion for rehearing because "[t]he Tucker Act does not prevent us from exercising jurisdiction over an action to enforce compliance with the NWPA," as “[t]he statutory duty to include an unconditional obligation in the contract is independent of any rights under the contract”). 3 . See also Wisconsin Electric Power Co. v. United States Dept. of Energy, 211 F.3d 646, 648 (D.C.Cir.2000) (<HOLDING>); PSEG Nuclear, L.L.C. v. United States, 465 Options: A. holding that tjhere is no question that parties to a contract may agree to limit their respective remedies and that those remedies need not be the same if the contract provision is reasonable B. holding that court of claims has jurisdiction over actions for breach of standard contract C. holding that dc circuit has no jurisdiction to determine remedies under standard contract D. holding that nonsignatories to a contract have no rights under the contract and thus no standing to assert claims under the contract E. recognizing that no federal circuit has addressed the issue

assistant: The best answer is C. holding that dc circuit has no jurisdiction to determine remedies under standard 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 case excerpt and choose the best holding from the options. Case excerpt: failing to raise these ineffective assistance of trial counsel claims. Also, Mr. Metoyer asserts the federal district court erred in denying him an evidentiary hearing. Mr. Metoyer raised ineffective assistance of trial counsel claims for the first time in his application for post-conviction relief. The OCCA deemed the claims waived because they could have been brought on direct appeal. Metoyer v. State, No. PC 99-1458, Order at 2-3 (Okla. Crim.App. Jan. 7, 2000) (unpublished). This procedural bar will be adequate if (1) trial and appellate counsel differ and (2) the claim can be resolved solely on consideration of the trial record. English v. Cody, 146 F.3d 1257, 1264 (10th Cir.1998). But see generally Massaro v. United States, — U.S. -, 123 S.Ct. 1690, 1694-96, 155 L.Ed.2d 714 (2003) (<HOLDING>). Here, although trial and appellate counsel Options: A. holding ineffectivetrialassistance claim may be brought in 28 usc 2255 proceeding regardless of whether claim could have been raised on direct appeal B. holding that this court follows the rule that nonconstitutional sentencing errors that have not been raised on direct appeal have been waived and generally may not be reviewed by way of 28 usc 2255 C. holding that an ineffectiveassistanceofcounsel claim may be brought in a collateral proceeding under 2255 whether or not the petitioner could have raised the claim on direct appeal D. holding that the fact that an ineffectiveness claim is raised and adjudicated on direct appeal will not procedurally bar an ineffectiveness claim in a proceeding under 28 usc 2255 where new reasons are advanced in support of that claim E. holding that nonconstitutional claims that could have been raised on direct appeal may not be asserted in a collateral proceeding

assistant: The best answer is A. holding ineffectivetrialassistance claim may be brought in 28 usc 2255 proceeding regardless of whether claim could have been raised on direct appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 8-54 (2001). Any reference by the prosecutor to a criminal defendant’s right not to testify is error. State v. Reid, 334 N.C. 551, 554, 434 S.E.2d 193, 196 (1993). However, such a comment may be cured by “a withdrawal of the remark or by a statement from the court that it was improper, followed by an instruction to the jury not to consider the failure of the accused to offer himself as a witness.” State v. McCall, 286 N.C. 472, 487, 212 S.E.2d 132, 141 (1975), death sentence vacated, 429 U.S. 912, 50 L. Ed. 2d 278 (1976); see also Reid, 334 N.C. at 556, 434 S.E.2d at 197. The trial court’s curative instructions to the jury should occur promptly after the comment is made rather than in general jury charges of instruction. State v. Gregory, 348 N.C. 203, 210, 499 S.E.2d 753, 758, (<HOLDING>), cert. denied, 525 U.S. 952, 142 L. Ed. 2d 315 Options: A. holding that prosecutors comment on defendants failure to testify constituted plain error affecting the defendants substantial rights B. holding that the prejudicial effect of a direct reference to an accuseds failure to testify normally cannot be cured by an instruction to disregard C. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify D. holding that trial judges admonition of the jury to disregard prosecutors comments on the defendants failure to testify did not cure the error E. holding that prosecutors direct comments on a defendants failure to testify were not cured by subsequent inclusion in the jury charge of an instruction regarding the defendants right not to testify

assistant: The best answer is E. holding that prosecutors direct comments on a defendants failure to testify were not cured by subsequent inclusion in the jury charge of an instruction regarding the defendants right not to testify
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you further agree not to use our services or content in any manner to harass , abuse , stalk , threaten , defame or otherwise infringe or violate the rights of any other party , and you acknowledge and agree that truecaller is not in any way responsible for any such use by you , nor for any harassing , threatening , defamatory , offensive or illegal messages or transmissions that you may receive as a result of using the services .

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: This Agreement will be construed and interpreted under the State of Delaware, without regard to the principles of conflicts of law. If any controversy among the parties arises out of, or relates to, this Agreement, you and First Data agree and consent to the exclusive jurisdiction and venue of the state and federal courts of New Castle County in the State of Delaware.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: atlas solutions group inc. will not be liable for any direct , indirect , incidental , consequential or exemplary loss or damages which may be incurred by you as a result of using our resources , or as a result of any changes , data loss or corruption , cancellation , loss of access , or downtime to the full extent that applicable limitation of liability laws apply .

assistant: Limitation of liability
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 Investor has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and any other Transaction Document, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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 legal provision and list the applicable contract clause categories. Provision: The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth 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: Each Subsidiary of the Company that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.23 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Subsidiary Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein.

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 case excerpt and choose the best holding from the options. Case excerpt: 939 (D.Wyo.1987) (<HOLDING>); Bond’s Jewelers, Inc. v. Linklater (In re Options: A. holding that under colorado law refinancing of a purchase money loan whereby an old note and security agreement were canceled and replaced by a new note and security agreement did not automatically extinguish the creditors pmsi in the debtors furniture the parties did not intend the new note to extinguish the original debt and security interest in that identical collateral remained almost no new money was advanced and the document specifically stated an intent to continue the pmsi B. holding that under michigan law when debtors paid off the initial loan with the proceeds of refinancing the creditors pmsi in stereo expired C. holding that a creditors refinancing by renewal does not destroy a pmsi to the extent that the balance remaining on the original loan is transferred to the renewal note D. holding that under georgia law a creditors refinancing of a promissory note destroyed the purchase money nature of the creditors security interest in a wall unit which served as collateral E. holding that under north dakota law consolidation of a note secured by a pmsi in farm machinery with other goods resulted in a novation destroying the creditors pmsi

assistant: The best answer is C. holding that a creditors refinancing by renewal does not destroy a pmsi to the extent that the balance remaining on the original loan is transferred to the renewal note
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 Parent, the Borrower and their respective Subsidiaries and JV Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

assistant: Anti-Corruption 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you must not defame , stalk , bully , abuse , harass , threaten , impersonate or intimidate people or entities and you must not post private or confidential information via the service , including , without limitation , your or any other person 's credit card information , social security or alternate national identity numbers , non-public phone numbers or non-public email addresses .

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 provision of any provision of this License Agreement shall be found by a court to be void, invalid, or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this License Agreement; provided that no such reformation or striking shall be effective if the result materially changes the economic benefit of this License Agreement to any Party. In the event that any provision of this License Agreement becomes or is declared by a court of competent jurisdiction to be void, invalid, or unenforceable, and reformation or striking of such provision would materially change the economic benefit of this License Agreement to any Party, the Parties shall modify such provision in accordance with Section 10.3 to obtain a legal, valid, and enforceable provision and provide an economic benefit to the Parties that most nearly effects the Parties’ intent on entering into this License Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: police informant that was going to testify against him and his brother. The manner in which Davis committed these offenses was cold, callous, and demonstrated a complete disregard for the dignity of human life. The evidence presented at the evidentiary hearing by Davis and the State proved beyond all doubt that Davis knew right from wrong, also that Davis was solely responsible for conceiving a chain of events that resulted in two completely innocent people being killed and another being seriously wounded. “Even if this Court were to find that Copeland’s investigation for mitigating evidence was not as extensive as his collateral counsel, Davis would not be entitled to relief because he has failed to prove he was prejudiced. See Boyd v. State, 746 So.2d 364, 379 (Ala.Crim.App.1999) (<HOLDING>). “Davis’s allegation his trial counsel were Options: A. holding that counsel may well have made a reasonable tactical choice to not object to arguably inadmissible testimony B. holding that counsel cannot be found ineffective for failing to pursue a particular mitigating factor where despite a reasonable investigation by counsel counsel was not put on notice of any such mitigating evidence C. holding that it is unnecessary for government employees to make an actual conscious decision regarding policy factors for it is irrelevant whether the alleged failure was a matter of deliberate choice or a mere oversight D. holding counsel ineffective for failing to investigate and present mitigating evidence E. holding that even if the alleged failure to present mitigating evidence was an oversight and not a tactical choice by counsel it was harmless

assistant: The best answer is E. holding that even if the alleged failure to present mitigating evidence was an oversight and not a tactical choice by counsel it was harmless
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 shall comply with applicable securities laws by filing a Current Report on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated hereby, if the Company deems the transactions contemplated hereby to constitute material non-public information. The Company and Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of Purchaser, with respect to any press release of the Company, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

assistant: Publicity
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 suit, arbitration or other proceeding is commenced by any Party that in any way arises out of, or relates to, this Guaranty, then the prevailing party in such proceeding shall be entitled to recover reasonable attorneys’ and expert witness fees and costs against each non-prevailing Party. Any judgment or order entered in any legal proceeding shall contain a specific provision providing for the recovery of all costs and expenses of suit including, without limitation, reasonable attorneys’ and expert witness fees, costs and expenses incurred in connection with (i) enforcing, perfecting and executing such judgment; (ii) post-judgment motions; (iii) contempt proceedings; (iv) garnishment, levy, and debtor and third-party examinations; (v) discovery; and (vi) bankruptcy litigation.

assistant: Costs
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 below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. By 8:30 a.m. (New York City time) on the trading day immediately following the date this Agreement is executed, the Company shall issue a press release disclosing the transactions contemplated by this Agreement (the “ Press Release ”). No later than 5:30 p.m. (New York City time) on the first trading day following the date this Agreement is executed, the Company will file a Current Report on Form 8-K attaching the press release described in the foregoing sentence as well as copies of the Transaction Documents. The parties acknowledge that from and after the issuance of the Press Release, no Investor shall be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents with respect to the transactions contemplated hereby that is not disclosed in the Press Release.

assistant: Publicity
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: California court’s analysis. Second, the New Jersey Supreme Court in Olivo v. Owens-Illinois, Inc., while recognizing a duty under certain circumstances, stressed that, under New Jersey law, the “foreseeability of harm weighs in [the duty] analysis as a crucial element in determining whether imposition of a duty on an alleged tortfeasor is appropriate.” 186 N.J. 394, 895 A.2d 1143, 1148 (2006) (internal quotations omitted). In Pennsylvania, foreseeability is only one of five distinct factors that this court must consider. See Al-thaus, 756 A.2d at 1168-69. F. Weighing the Althaus Factors The Court concludes that the Althaus factors do not counsel in favor of imposing a duty on Defendant Boeing to Mrs. Gillen. See Phillips v. Cricket Lighters, 576 Pa. 644, 841 A.2d 1000, 1008-09 (2003) (<HOLDING>); see also Wyeth, 85 A.3d at 454; Seebold, 57 Options: A. holding a duty will be found to exist where the balance of these factors weighs in favor of placing such a burden on a defendant B. holding that in determining whether a duty exists a court should consider the following factors 1 the reasonable foreseeability of injury 2 the reasonable likelihood of injury 3 the magnitude of the burden that guarding against injury places on the defendant and 4 the consequences of placing that burden on the defendant emphasis added C. holding that such factors may constitute a substantial burden D. recognizing that a court must balance the policy in favor of hearing a litigants claims on the merits with the policy in favor of finality E. recognizing such balance of interests

assistant: The best answer is A. holding a duty will be found to exist where the balance of these factors weighs in favor of placing such a burden on a 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 legal provision and list the applicable contract clause categories. Provision: Neither the execution, delivery and performance by the Buyer of this Agreement or the other Buyer Documents nor the transfer of rights and consummation of the Transactions will result in (a) a violation of or a conflict with any provision of the Buyer’s Corporate Documents or (b) a material violation by the Buyer of any Law.

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: The Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary for the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted.

assistant: Intellectual Property
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 Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as the Executive Vice President and Chief Operating Officer of the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with his positions as are set forth in the Bank’s Bylaws or assigned by the Bank’s Board of Directors (the “Board”) from time to time. The Executive shall report to the Board and shall devote his full business time, attention, skill and efforts to the performance of his duties hereunder, except during (i) periods of illness or periods of vacation and leaves of absence consistent with Employer policy and (ii) periods of service as a referee for the National Football League. The parties acknowledge that the Executive currently serves and will continue to serve as a referee and agree to use reasonable efforts to minimize any business disruptions for the Employer or Executive related to the Executive’s service as a referee. Further, the Executive’s service on the boards of directors (or similar body) of other business or charitable entities is subject to the prior approval of the Board. The Employer shall have the right to require the Executive to resign from any board or similar body on which the Executive may then serve if the Board determines that such activity (i) interferes with the effective discharge of the Executive’s duties and responsibilities to the Employer or that any business related to such service is then in competition with any business of the Bank, its successors or assigns or (ii) could adversely affect the reputation of the Bank.

assistant: Employment
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: except to the extent permitted by law , you may not perform , attempt to perform , or encourage or assist others in performing any of the following while accessing or using the fitbit service : ( 1 ) use , display , mirror , or frame the fitbit service or any individual element within the fitbit service , including the layout and design of any page , without fitbit 's express written consent ; ( 2 ) use fitbit 's name , any fitbit trademark or logo , or any fitbit proprietary information without fitbit 's express written consent ; ( 3 ) access or tamper with non-public areas of the fitbit service , fitbit 's computer systems , or the technical delivery systems of fitbit 's providers ; ( 4 ) test the vulnerability of any fitbit system or breach any security or authentication measures ; ( 5 ) circumvent any technological measure implemented by fitbit or any of fitbit 's providers or any other third party ( including another user ) to protect the fitbit service ; ( 6 ) access the fitbit service or fitbit content through the use of any mechanism other than through the use of an authorized connection , fitbit service , or fitbit api ; or ( 7 ) modify , decompile , disassemble , reverse engineer , tamper with , or otherwise attempt to derive the source code of any software that fitbit provides to you or any other part of the fitbit service .

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: Each of the Borrower and its Subsidiaries has filed all federal and all state and local Tax returns required to be filed and has paid or made provision for the payment of all taxes due and payable pursuant to such returns and pursuant to any assessments made against it or any of its property and all other Taxes, fees and other charges imposed on it or any of its property by any governmental authority (other than taxes, fees or charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower). No Tax Liens have been filed and no material claims are being asserted with respect to any such taxes, fees or charges. The charges, accruals and reserves on the books of the Borrower in respect of Taxes and other governmental charges are adequate, and the Borrower is not aware of any proposed material Tax assessment against the Borrower or any Subsidiary or any basis therefor.

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 case excerpt and choose the best holding from the options. Case excerpt: effects of an earlier discrimination or on a completed act of discrimination.” Martinez, 1998 WL 342043 at *2, citing United Air Lines v. Evans, 431 U.S. 553, 558, 97 S.Ct. 1885, 52 L.Ed.2d 571 (1977); Lightfoot v. Union Carbide Corp., 110 F.3d 898, 907-08 (2d Cir.1997) (“[a] continuing violation is not established merely because an employee continues to feel the effects of a discriminatory act”); Blesedell, 708 F.Supp. at 1414; Shelford v. New York State Teachers Retirement System, 889 F.Supp. 81, 85 (S.D.N.Y.1993) (“the mere continuation of a discriminatory act’s effect, however painful those effects may be, is not sufficient to rescue a stale claim concerning a violation that occurred prior to the limitations period.”); Malarkey v. Texaco, Inc., 559 F.Supp. 117, 120 (S.D.N.Y.1982) (<HOLDING>), aff'd, 704 F.2d 674 (2d Cir.1983). As Options: A. holding that the dispositive question in the first step of saucier whether those facts establish a constitutional violation is a pure question of law B. recognizing the motives of the officer as a critical factor in determining whether a particular instance of excessive force rises to the level of a constitutional violation C. recognizing that whether a duty exists is a question of law for the courts D. recognizing that the critical question is whether any present violation exists E. holding that the question whether a cause of action exists is not a question of jurisdiction and therefore may be assumed without being decided

assistant: The best answer is D. recognizing that the critical question is whether any present violation exists
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 Participant’s service Terminates for any reason, all unvested PSUs will be forfeited to Workday forthwith, and all rights of Participant to such PSUs will immediately terminate (unless determined otherwise by the Committee). Participant acknowledges and agrees that the Vesting Period(s) may change prospectively in the event Participant’s service status changes between full- and part-time and/or in the event Participant is on a leave of absence, in accordance with Workday policies relating to work schedules and vesting of Awards or as determined by the Committee. In case of any dispute as to whether Termination has occurred, the Committee will have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to acceptance and recording thereof by the Administrative Agent, for an agreed consideration, and pursuant to Section 9.06 of the Credit Agreement, the Assigning Term Lender hereby irrevocably sells and assigns to the New Term Lender, which is an Affiliate of the Assigning Lender, and the New Term Lender hereby irrevocably purchases and assumes from the Assigning Term Lender, subject to and in accordance with the Standard Terms and Conditions attached as Annex I to this Amendment and the Credit Agreement, as of the date hereof and subject to the conditions set forth in Section 3 below, (x) all of the Assigning Term Lender’s rights and obligations in its capacity as a “Term Lender” under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assigning Term Lender under the Term Loans and (y) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigning Term Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (x) above (the rights and obligations sold and assigned by the Assigning Term Lender to the New Term Lender pursuant to clauses (x) and (y) above being referred to herein collectively as the “ Assigned Interest ”). Except as expressly provided in this Amendment, each such sale and assignment is without recourse to the Assigning Term Lender and without representation or warranty by the Assigning Term Lender. The Administrative Agent agrees to waive any processing and recordation fee required under Section 9.06 in connection with the assignment contemplated by this Section 3.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: showing “that there is an absence of evidence to support the non-moving party’s case.” Id. at 325, 106 S.Ct. 2548. Once the 'moving party has met its burden, the non-moving party “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). Rather, the non-moving party must go beyond the pleadings and identify specific facts that show a genuine issue for trial. Id. at 587, 106 S.Ct. 1348. Only genuine disputes over facts that might affect the outcome of the lawsuit will properly preclude the entry of summary judgment. Anderson, 477 U.S. at 248, 106 S.Ct. 2505; see also Arpin v. Santa Clam Valley Transp. Agency, 261 F.3d 912, 919 (9th Cir. 2001) (<HOLDING>). A genuine issue of material fact must be more Options: A. holding that summary judgment is unwarranted if the evidence is such that a reasonable jury could return a verdict for the nonmoving party B. holding that an issue is genuine if the evidence is sufficient to allow a reasonable jury to return a verdict for the nonmoving party C. holding that the nonmoving party must present specific evidence from which a reasonable jury could return a verdict in its favor D. recognizing that a motion for directed verdict should be granted when there is no reasonable evidence upon which a jury could legally predicate a verdict in favor of the nonmoving party E. holding that dispute regarding material fact is genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party

assistant: The best answer is C. holding that the nonmoving party must present specific evidence from which a reasonable jury could return a verdict in its favor
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: whether the defendant officers routinely acquiesced to service of process via the method attempted in this case. According to Labriola, the Worcester Police Department never responded to this request; moreover, she stated that Rider, the City’s attorney, agreed to help her obtain the information, but that he never followed through. Limited discovery and an evidentiary hearing would permit the plaintiffs to uncover whether there is additional evidence of service effected in the manner attempted in this case. If the defendant officers have accepted service in this fashion on a number of occasions, then a strong argument exists that McNamara possessed implied, actual authority to accept service of process on their behalf. See In re Focus Media Inc., 387 F.3d 1077, 1082 (9th Cir.2004) (<HOLDING>); accord United States v. Ziegler Bolt & Parts Options: A. holding attorney must have express authority to settle a clients claims B. holding that a clerical employee was not an agent authorized to accept service of process for the corporation C. holding attorney cannot accept service of process which commences the action without any authority to do so from his principal D. holding that while a purported agent must possess actual authority to accept service of process such authority may be implied rather than express E. holding that an attempted service on the partys counsel was insufficient without proof of the counsels actual authority to receive service

assistant: The best answer is D. holding that while a purported agent must possess actual authority to accept service of process such authority may be implied rather than express
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: it had specifically authorized the government to perform. This conclusion is in accord with those of other courts that have addressed the issue. See, e.g., United States v. Cervantes-Pacheco, 826 F.2d 310, 315 (5th Cir.1987) (noting that “[n]o practice is more ingrained in our criminal justice system than the practice of the government calling a witness who is an accessory to the crime to which the defendant is charged and having that witness testify under a plea bargain that promises him a reduced sentence”); United States v. Crumpton, 23 F.Supp.2d 1218, 1219, 1998 WL 764804 (D.Colo.1998) (stating that “[ajgreements which offer an inducement to a witness to testify are within the authority granted by Congress”); United States v. Laureano, 1998 WL 696006, at *2 (S.D.N.Y. Oct.7, 1998) (<HOLDING>); United States v. White, 27 F.Supp.2d 646, Options: A. holding prosecutions failure to disclose promise of leniency to witness provided in exchange for that witnesss testimony violated due process B. holding that 201 does not sweep so broadly as to prevent prosecutors from offering leniency to an individual in exchange for truthful testimony C. holding that agreements which afford cooperating accomplices leniency in exchange for testimony do not violate 201c2 D. holding that the fact that a prosecutor afforded favorable treatment to a government witness standing alone does not establish the existence of an underlying promise of leniency in exchange for testimony E. holding that a remote tippee must know that original exchange was given in exchange for benefit

assistant: The best answer is C. holding that agreements which afford cooperating accomplices leniency in exchange for testimony do not violate 201c2
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: Unless other arrangements have been made with a particular Investor, upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investors, the Company shall deliver to Lowenstein Sandler LLP, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon payment in full of the Purchase Price to the Company by all the Investors. Unless other arrangements have been made with a particular Investor, upon such receipt by Lowenstein Sandler LLP of the certificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the portion of the Purchase Price payable in respect of the Shares to be purchased by such Investor, as set forth on the signature pages to this Agreement. On the date (the “Closing Date”) that the Company receives the Purchase Price in full, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of Lowenstein Sandler LLP, 1251 Avenue of the Americas, 18th Floor, New York, New York 10020, or at such other location and on such other date as the Company and the Investors shall mutually agree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Lender’s failure at any time to require strict performance by any Forbearance Party of any provision or term of the Loan Documents or this Agreement shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Lender of a Forbearance Event of Default or any Event of Default shall not, except as may be expressly set forth herein, suspend, waive or affect any other Forbearance Event of Default or any Event of Default, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the undertakings, agreements, warranties, covenants and representations of any Forbearance Party contained in this Agreement or the Loan Documents, and no Forbearance Event of Default or Event of Default, shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is (a) in writing and signed by Lender, and (b) delivered to the Forbearance Parties.

assistant: No Waivers