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 will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Restricted Subsidiaries (it being understood that to the extent any such transaction involves an Affiliate, such portion of the transaction shall be subject to this Section 6.07), (c) any Restricted Payment permitted by Section 6.06 and (d) any transactions permitted pursuant to Section 6.03.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are responsible for any activity that occurs through your account and you agree you will not sell , transfer , license or assign your account , followers , username , or any account rights .

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: Executive acknowledges and represents that he has been given [twenty-one (21)][forty-five (45)] days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above. Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if he wishes to revoke this Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7 th ) day of the revocation period. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8 th ) day following his execution of this Agreement and shall be final and binding on Executive.

assistant: Effective Dates
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: On October 3, 2016, the Executive Officer shall have earned fifteen (15) vacation days. At the conclusion of the Executive Officer’s employment, the Bank shall pay the Executive Officer all earned but unused vacation days in a lump sum. During Executive Officer’s seven (7) month term of employment, he shall also be entitled to standard bank holidays and sick time consistent with that provided to other executives employed at the Bank. The Executive Officer shall not receive any other benefits except as required by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Executive or his estate or beneficiary shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to applicable law or regulation.

assistant: Withholdings
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: basis for Means’ claim that the automobile accident caused his symptoms. We further conclude the determination whether Means suffered from a condition of “chronic pain syndrome” and whether his symptoms had their genesis in a psychological cause were areas within the expertise of the neuropsychologist. Any flaws in Dr. Waid’s analysis would go to the weight and credibility of his testimony, not its admissibility, and this expert testimony would supply specialized knowledge that would aid the jury in determining a fact in issue. See Rule 702, SCRE (providing a qualified expert may testify when “scientific, technical, or specialized knowledge will assist the trier of fact ... to determine a fact in issue”); Huntoon v. TCI Cablevision of Colo., Inc., 969 P.2d 681 (Colo.1998) (en banc) (<HOLDING>); Sanchez v. Derby, 230 Neb. 782, 433 N.W.2d Options: A. holding the trial court did not abuse its discretion by admitting neuropsychologist testimony which explained the use of a battery of tests to determine the impact of an injurious event on an individuals ability to carry out everyday activities and identified the causation of the plaintiffs organic brain injury B. holding the trial court did not abuse its discretion by admitting gangrelated evidence C. holding that the trial court failed to exercise its discretion by stating that it did not have the ability to present the transcript to the jury D. holding juvenile court did not abuse its discretion in admitting expert testimony E. holding trial court did not abuse its discretion in admitting highly probative and relevant evidence of other crimes

assistant: The best answer is A. holding the trial court did not abuse its discretion by admitting neuropsychologist testimony which explained the use of a battery of tests to determine the impact of an injurious event on an individuals ability to carry out everyday activities and identified the causation of the plaintiffs organic brain injury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you will be charged the applicable fees and taxes during the subscription period unless you cancel the paid service , in which case you agree to still pay these fees through the end of the applicable subscription period .

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 Company shall by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor 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 each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, 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. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b). The Company shall file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.

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: The Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Percentage Interests in effect on the date on which indemnification is sought under this Section 9.7 , from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, bad faith or willful misconduct. The agreements in this Section 9.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

assistant: Indemnifications
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: but observed in dictum that “[a]lthough the BIA has directed us to review the IJ’s opinion in streamlined cases, deferring to the reasoning of an IJ from which the BIA would be free to depart in other cases would seem highly problematic.” 387 F.3d 279, 289 n. 6 (3d Cir.2004). No consensus exists among our sister Courts of Appeals as to what quantum of deference, if any, should be accorded to these opinions. After Mead, several Courts of Appeals affirmatively rejected application of Chevron deference to unpublished BIA decisions. See Quinchia v. Att’y Gen., 552 F.3d 1255, 1258 (11th Cir.2008) (stating that an unpublished BIA decision that does not rely on BIA or Court of Appeals precedent does not receive Chevron deference); Rotimi v. Gonzales, 473 F.3d 55, 57-58 (2d Cir.2007) (<HOLDING>) (internal quotation marks omitted); Options: A. holding that an unpublished bia decision that does not rely on precedent for its definition of a contested term does not receive chevron deference because it is not promulgated under the agencys authority to make rules carrying the force of law B. holding that because the fcc is authorized to promulgate binding legal rules and it issued the order under review in the exercise of that authority its interpretation of the communications act was entitled to chevron deference C. holding that chevron deference is due only when the agency acts pursuant to delegated authority and the agency action has the force of law D. holding chevron deference is required for a precedential threemember decision of the bia but is not appropriate for a nonprece dential singlemember decision that does not rely on existing bia or federal court precedent E. holding that administrative implementation of a particular statutory provision qualifies for chevron deference when it appears that congress delegated authority to the agency generally to make rules carrying the force of law and that the agency interpretation claiming deference was promulgated in the exercise of that authority

assistant: The best answer is A. holding that an unpublished bia decision that does not rely on precedent for its definition of a contested term does not receive chevron deference because it is not promulgated under the agencys authority to make rules carrying the force of law
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 Termination (for any reason whatsoever, whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “ garden leave ” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any). In case of any dispute as to whether Termination has occurred (including whether Participant may still be considered to be providing services while on an approved leave of absence), the Committee shall 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you receive a notification from the company that material made available by you on or through the service has been the subject of a notification of claimed infringement , then you will have the right to provide the company with what is called a `` counter notification . ''

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a resident of denmark : notwithstanding anything in these terms to the contrary , if there is a dispute that you and under armour can not resolve , you have the right to submit a complaint to the danish competition and consumer authority ( konkurrence - og forbrugerstyrelsen , center for klageløsning , carl jacobsens vej 35 , 2500 valby , mail : cfk@kfst.dk ) .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Edwards, 5 Cir. 1972, 458 F.2d 875 [decided April 17, 1972]; United States v. Judice and Merritt, 5 Cir. 1972, 457 F.2d 414 [decided February 16, 1972]; United States v. Rosson, 5 Cir. 1971, 441 F.2d 242, 245, 249; United States v. Grimes, 5 Cir. 1970, 426 F.2d 706, 708; Yoo Kun Wha v. Sheriff of Fulton County, 5 Cir. 1970, 436 F.2d 966, 967; United States v. Durham, 5 Cir. 1969, 413 F.2d 1003, 1004; Bradford v. United States, 5 Cir. 1969, 413 F.2d 467, 469-470; United States v. Auerbach, 5 Cir. 1969, 420 F.2d 921, 924; Bruce v. United States, 5 Cir. 1965, 351 F.2d 318; Harlow v. United States, 5 Cir. 1962, 301 F.2d 361. See further United States v. Ewell, 1966, 383 U.S. 116, 122, 86 S.Ct. 773, 777, 15 L.Ed.2d 627; Dickey v. Florida, 1970, 398 U.S. 30, 90 S.Ct. 1564, 26 L.Ed.2d 26 (<HOLDING>); United States v. Kabot, 2 Cir. 1961, 295 F.2d Options: A. holding that delay is waived when the defendant fails to object when a continu ance is granted B. holding that an accused cannot sustain a speedytrial claim when delay results from his making dilatory pleadings or motions failing to object when a continuance is granted the government C. holding that although the defendant filed a number of motions because the original trial date never changed as a result of those motions no delay could be attributed to the motions D. holding that courts must adhere to an exacting standard when considering motions to disqualify so as to discourage their use as a dilatory trial tactic E. holding that delay is waived when the defendant makes dilatory pleadings and motions

assistant: The best answer is B. holding that an accused cannot sustain a speedytrial claim when delay results from his making dilatory pleadings or motions failing to object when a continuance is granted the government
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 the corporation to proceed unaffected by frivolous litigation and protects the directors’ ability to pursue appropriate levels of risk without fear of liability, so long as their actions are consistent with the duty of loyalty.”). 21 . See id. at *12. 22 . See App. to Zhongpin Opening Br. at 541 (Oral Arg’t Defs.’ Mot. to Dismiss, July 24, 2014). 23 . See Zhongpin, 2014 WL 6735457, at *12 ("Although In re Cornerstone questioned the merit of forcing disinterested directors to face the same pleading standard as interested fiduciaries in cases subject to entire fairness, the Court’s examination of precedent left it with no other choice.”). 24 . Id. 25 . See Zhongpin, 2014 WL 6735457, at *12; Cornerstone, 2014 WL 4418169, at *12. 26 . See, e.g., Malpiede, 780 A.2d 1075, 1094 (Del.2001) (<HOLDING>); Orman v. Cullman, 794 A.2d 5 (Del. Ch.2002). Options: A. holding that plaintiff bears the burden to timely allege facts supporting equitable tolling B. holding that on a motion to dismiss a plaintiff must allege wellpleaded facts stating a claim on which relief may be granted had plaintiff alleged such wellpleaded facts supporting a breach of loyalty or bad faith claim the section 102b7 charter provision would have been unavailing as to such claims and this case would have gone forward C. holding that plaintiff had failed to state a claim for relief under section 1983 D. holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction E. holding that an ineffective assistance of counsel claim must be raised on direct appeal when the facts supporting the claim are presented on the face of the record

assistant: The best answer is B. holding that on a motion to dismiss a plaintiff must allege wellpleaded facts stating a claim on which relief may be granted had plaintiff alleged such wellpleaded facts supporting a breach of loyalty or bad faith claim the section 102b7 charter provision would have been unavailing as to such claims and this case would have gone forward
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: set forth in this paragraph. Iowa Code § 364.12(2) (emphasis added). In Peffers v. City of Des Moines, this court held that a prior version of this statute, Iowa Code section 364.12(2) (1979), imposed liability on municipalities, rather than abutting property owners, for injuries to pedestrians caused by negligent failure to remove snow and ice from public sidewalks. 299 N.W.2d 675, 678-79 (Iowa 1980). Later, the legislature abrogated the Peffers ruling by amending subsection (b). See 1984 Iowa Acts ch. 1002, § 1; Fritz v. Parkison, 397 N.W.2d 714, 717 n. 1 (Iowa 1986); Busselle v. Doubleday, 486 N.W.2d 45, 47 (Iowa App.1992). Iowa Code section 364.12(2)(b) now imposes liability on the “abutting landowner for failing to use reasonable care in the removal of snow and ice 964, 965 (1897) (<HOLDING>); Ham v. City of Durham, 205 N.C. 107, 108, 170 Options: A. holding the term sidewalk denotes that portion of the highway that is set apart by dedication ordinance or otherwise for the use of pedestrians B. holding that sidewalk is that part of a street that has been set aside for use by pedestrians C. holding that sidewalk is used to designate a portion of highway that has been set aside for pedestrians as distinguished from that which is used by vehicles D. holding that sidewalk is simply a part of the street set apart for pedestrians E. holding that in a city or town a sidewalk is that part of a street or highway that is intended or used by pedestrians

assistant: The best answer is A. holding the term sidewalk denotes that portion of the highway that is set apart by dedication ordinance or otherwise for the use of pedestrians
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: . Thompson v. Weaver, 429 S.W.3d 897, 903 (Tex. App.—Tyler 2014, no pet.); see also Antonini v. Harris Cty. Appraisal Dist., 999 S.W.2d 608, 614 (Tex. App.—Houston [14th Dist.] 1999, no pet.) ("Voluntarily withdrawn claims are still subject to the doctrine of res judicata.”) (citing Jones v. Nightingale, 900 S.W.2d 87, 90 (Tex. App.—San Antonio 1995, writ refd) (express abandonment of a claim during trial)); see also Note Inv. Grp., Inc. v. Assocs. First Capital Corp., 83 F.Supp.3d 707, 727 (E.D. Tex. 2015) (summarizing Texas law on nonsuits and res judicata). 21 . E.g., Thompson, 429 S.W.3d at 903; Antonini, 999 S.W.2d at 614-15; Frazin v. Cohen, No. 05-03-01706-CV, 2005 WL 1634913, at *2 (Tex. App.—Dallas July 13, 2005, pet. denied) (mem.); cf. Jones v. Nightingale, 900 S.W.2d at 90 (<HOLDING>). See Weiman v. Addicks-Fairbanks Road Sand Options: A. holding that collateral attacks on bankruptcy courts jurisdiction are barred by res judicata B. holding that res judicata barred a claim that had been voluntarily abandoned in a previous litigation C. holding res judicata inapplicable where previous dismissal was based on lack of jurisdiction D. holding that where no member of present plaintiff class had cause of action at time prior judgment was entered claim cannot be barred by res judicata E. holding that res judicata applies in deportation proceedings

assistant: The best answer is B. holding that res judicata barred a claim that had been voluntarily abandoned in a previous litigation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: conversion rights were not terminated. See Aristocrat Leisure, 2005 WL 1950116, *3, *4, **6-7, 2005 U.S. Dist. LEXIS 16788, at *8-9, 12, *20-22. Subsequently, by Opinion and Order dated May 30, 2006, this Court found that because the Bondholders presented evidence that they submitted conversion notices and tendered their interests in the bonds, demonstrating that they exercised their rights to convert under the Indenture, and because Aristocrat had not issued or delivered any shares to any Bondholders, Aristocrat is in breach of the Indenture with respect to each Bondholder who submitted evidence to the Court. See Aristocrat Leisure, 2006 WL 1493132, **6-7, 2006 U.S. Dist. LEXIS 34709, at *22-23; see also Aristocrat Leisure, 2007 WL 404767, *2, 2007 U.S. Dist. LEXIS 9521, at *6-7 (<HOLDING>); Aristocrat Leisure, 2006 WL 3103481, **3-4, Options: A. holding that aristocrat is in breach with respect to qvt fund lp B. holding to that effect with respect to rule 64 C. holding that under privacy act federal government waived its sovereign immunity with respect to actual damages but not with respect to damages for mental or emotional distress D. holding that aristocrat is in breach with respect to deutsche bank ag london branch E. holding the same with respect to an apartment

assistant: The best answer is D. holding that aristocrat is in breach with respect to deutsche bank ag london branch
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 respective rights and obligations of the parties hereunder, including under Sections 3, 4, 5 and 6, shall survive any termination of this Agreement or the expiration of the Term to the extent necessary to the intended preservation of such rights and obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the parties’ briefs, as well as in the submissions from amici curiae, see ante at 49, the sufficiency of the Plunkett affidavit once the evidence unlawfully obtained on September 20 and 21 is excised has not been “squarely presented” by the parties. III. The District Court, having determined that Awadallah’s arrest was invalid (on several alternative theories) in Awadallah III and Awadallah TV, held that his allegedly perjurious testimony before the grand jury must be suppressed as the “fruit” of that unlawful arrest and detention. United States v. Awadallah, 202 F.Supp.2d 55, 79-82 (S.D.N.Y.2002) (‘Awadallah III”) (rejecting the government’s “independent source” and “inevitable discovery” arguments); United States v. Awadallah, 202 F.Supp.2d 82, 100 (S.D.N.Y.2002) ("Awadallah IV”) (<HOLDING>). The majority holds that the District Court Options: A. holding that awadallahs grand jury testimony which occurred after twenty days of continuous wrongful detention must be suppressed B. holding that right was available in grand jury proceedings C. holding that the physical fruits of a miranda violation must be suppressed D. holding that a defendants false grand jury testimony was insufficient to establish perjury where the defendant was called before the grand jury for the mere purpose of laying the foundation for a perjury prosecution such testimony was immaterial to the grand jurys purpose E. holding that regardless of the applicable framework defendants statement must be suppressed

assistant: The best answer is A. holding that awadallahs grand jury testimony which occurred after twenty days of continuous wrongful detention must be suppressed
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 sex offender registration order generally must be made at sentencing, if at all. As we noted above, the statute authorizes “the judge who sentences” the defendant to order registration, § 13-3821(C), and it further provides that “the clerk of the superior court ... shall notify the sheriff’ of a discretionary registration order “within ten days after entry of the judgment.” § 13-3821(E). The entry of judgment occurs at sentencing. See Ariz. R.Crim. P. 26.2; Whitman, 684 Ariz. Adv. Rep. 7, ¶ 1, 234 Ariz. at —, 324 P.3d at —, 2014 WL 1385396. Thus, the legislature has demonstrated a clear intent that any discretionary order that a person register as a sex offender must occur at the time of sentencing. See State ex rel. Corbin v. Pickrell, 136 Ariz. 589, 594, 667 P.2d 1304, 1309 (1983) (<HOLDING>). ¶ 14 By requiring such orders to be made at Options: A. holding that legislative consent to suit must be by clear and unambiguous language in either a statute or by other express legislative permission B. recognizing conflict between legislative intent and language of ors 309051 and 2 C. holding that determining legislative intent is a question of law D. recognizing language of statute as clearest indicator of legislative intent E. holding that substantive criminal statute could not be applied retrospectively because there was nothing in the language or the legislative history that was a clear and unequivocal expression of legislative intent to rebut presumption of prospective application only

assistant: The best answer is D. recognizing language of statute as clearest indicator of legislative intent
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: Everi has not made, nor does it make any promises or warranties (express or implied) with regard to the tax consequences, if any, of the Settlement Payments. Chary agrees to pay all taxes, if any, which may be owing on any Settlement Payments, except for the Withholdings, i.e. , Everi's portion of FICA, Medicare and other federal, state or local employer tax contributions. Chary waives, renounces, and agrees to indemnify and hold Everi, its respective Groups and Representatives harmless against any claim asserted or assessed against Chary for unpaid taxes which arises from or relates to the Settlement Payments, except for any Claim associated with Everi's responsibility for the Withholdings. The Parties acknowledge that each of them may file with the appropriate federal, state, and municipal taxing authorities all forms, reports, or disclosures in respect of the Settlement Payments.

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: Except for the approval of the Department of Energy, there are no approvals or consents of Governmental Units or other Persons not yet obtained, the absence of which would materially impair such Owner’s ability to execute, deliver and perform its obligations under this Agreement.

assistant: Approvals
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: York’s provisions applicable to building service employees. (Defs. Opp. at ECF 10-12; Defs. MSJ Memo at ECF 11-14). The Court turns first to Defendants’ argument on exhaustion of administrative remedies. A. Exhaustion of Administrative Remedies Depending upon the nature of a plaintiffs claim under the NYLL, he or she may not be required to exhaust administrative remedies before bringing suit for unpaid wages. For claims brought pursuant to Article 6 of the NYLL, exhaustion is not required. See NYLL § 198(3) (“Investigation by the commissioner will not be a prerequisite to nor a bar against a person bringing a civil action under this section”). Nor is exhaustion required before bringing a claim for unpaid wages and overtime pursuant to the New York Minimum Wage Act. See NYLL § 663(1) (<HOLDING>). However, Article 8 of the NYLL, which applies Options: A. recognizing that no private right of action exists for subsection a violations B. holding that erisa creates no private right of action C. recognizing private right of action D. holding that a private right of action exists E. holding that no private right of action exists

assistant: The best answer is C. recognizing private right of action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto and thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

assistant: Binding Effects
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 is duly and properly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and, except as could not reasonably be expected to have a Material Adverse Effect, has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

assistant: Existence
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: Your starting annual salary will be equal to $350,000, payable on a bi-weekly basis consistent with Company policy. Your employment status will be classified as a regular, full-time exempt employee of KCI USA, Inc., a U.S. subsidiary corporation of Acelity.

assistant: Base Salary
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: father may be entitled to indemnity or contribution from the intended adoptive father. What we hold in this opinion, reinforced by Wallis and Ted-ford, is that the biological father is responsible at the point of conception of the child. Whether the biological and intended adoptive fathers have liability issues between themselves pursuant to an agreement is an issue we need not, and do not, address in this opinion. {35} We do note that, in some intended adoptive parent cases, a biological parent responsible for child support may be deceased, missing, unreachable, unknown, or indigent, and a court may be asked to look to the intended adoptive parent for child support. See, e.g., Geramifar, 688 A.2d at 476 (indicating that natural parents were Iranian); Wener, 312 N.Y.S.2d at 817-18 (<HOLDING>). We need not, and do not in this opinion Options: A. holding the foster parents responsible for support where the childs natural parents are unknown and noting that an earlier new york case held that an agreement to adopt did not terminate the natural parents duty of support but that in that earlier case the natural parent was alive and capable of providing for the child B. holding that a childs interest supercedes that of its natural parents C. recognizing emotional bond between foster parents and child although ultimately determining foster parents did not have rights of parents in dependency action under chapter 2644 rcw D. holding that natural parents consent for an adoption is required so long as the parent complies with the duty to support for any period during the oneyear preceding the filing of the adoption petition E. holding that natural parents could not lose parental rights to foster parents where the foster agreement contemplates a surrender of custody for only a temporary period of time

assistant: The best answer is A. holding the foster parents responsible for support where the childs natural parents are unknown and noting that an earlier new york case held that an agreement to adopt did not terminate the natural parents duty of support but that in that earlier case the natural parent was alive and capable of providing for the child
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 section headings contained in this Guaranty are solely for the purpose of reference, are not part of the agreement of Guarantor and shall not in any way affect the meaning or interpretation hereof. All words used herein shall be construed to be of such gender or number as the circumstances require. Unless otherwise specifically noted, the words “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Guaranty as a whole and not to any particular section or other subdivision of this Guaranty. Whenever the term “including” or a similar term is used herein, it shall be read as if it were written “including by the way of example only and without in any limiting the generality of the clause or concept to which reference is made.” This Guaranty shall be construed as though both Guarantor and Lender had drafted it.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any Law.

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 Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Warrants or Warrant Shares or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction..

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 446 U.S. 236 100 S.Ct. 1519 64 L.Ed.2d 181 Robert R. WILLIAMS et al., Appellants,v.Leila G. BROWN et al. No. 78-357. April 22, 1980. On Appeal from the United States Court of Appeals for the Fifth Circuit. Facts and opinion, Brown v. Moore, D.C., 428 F.Supp. 1123. Case below, Brown v. Moore, 575 F.2d 298. Charles S. Rhyne, Washington, D.C., for appellants in No. 77-1844. James U. Blacksher, Mobile, Ala., for appellees in No. 77-1844. James P. Turner, Washington, D.C., for the United States, as amicus curiae, in support of appellees in both cases. William H. Allen, Washington, D.C., for appellants in No. 78-357. Eric Schnapper, Washington, D.C., for appellees in No. 78-357. PER CURIAM. 1 The judgment of the Court of Appeals is vacated and the case is remanded to that court for further proceedings in light of the decision of the Court announced today in City of Mobile v. Bolden, 446 U.S. 55, 100 S.Ct. 1490, 64 L.Ed.2d 47. 2 It is so ordered. 3 Mr. Justice BLACKMUN, concurring. 4 I, of course, must accept the Court's vacation of the judgment and its remand. If, however, we were to reach themerits, then, in contrast to the result in City of Mobile v. Bolden, ante, 446 U.S. 55, 100 S.Ct. 1490, 64 L.Ed.2d 47, I would affirm the judgment of the Court of Appeals in this case. 5 Mr. Justice WHITE, dissenting. 6 Because the decision below in this case is based on findings of fact and conclusions of law virtually identical to those in City of Mobile v. Bolden, 446 U.S. 55, 100 S.Ct. 1490, 64 L.Ed. 47, I dissent for the reasons stated in my opinion in that case, ante, p. 94, 100 S.Ct., p. 1514.

assistant: 2
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: 440 (1981); Papish v. Bd. of Curators of Univ. of Mo., 410 U.S. 667, 669-70, 93 S.Ct. 1197, 35 L.Ed.2d 618 (1973) (per curiam). Restrictions on student speech do not violate the First Amendment when educators exercise “editorial control over the style and content of student speech” that is “school-sponsored,” provided “their actions are reasonably related to legitimate pedagogical concerns.” Hazelwood Sch. Dist. v. Kuhlmeier, 484 U.S. 260, 273, 108 S.Ct. 562, 98 L.Ed.2d 592 (1988). Here, Keefe’s speech was off-campus, was not school-sponsored, and cannot be reasonably attributed to the school. Hazelwood’s “reasonably related to legitimate pedagogical concerns” test is therefore inapplicable in this case. See Morse v. Frederick, 551 U.S. 393, 405, 127 S.Ct. 2618, 168 L.Ed.2d 290 (2007) (<HOLDING>); Keeton v. Anderson-Wiley, 664 F.3d 865, 882 Options: A. holding that schools failure to take steps to prevent students attempted suicide was not even close to violating this outrageousness standard B. holding that transfer rule denying eligibility to students transferring from public to private schools did not violate the students rights to due process or equal protection of the laws as provided by the fourteenth amendment C. holding that schools have no duty under the due process clause to protect students from assaults by other students even where the school knew or should have known of the danger presented D. holding that hazelwood does not control this case because no one would reasonably believe that a students banner bore the schools imprimatur E. holding unconstitutional the closing of all the schools in one county

assistant: The best answer is D. holding that hazelwood does not control this case because no one would reasonably believe that a students banner bore the schools imprimatur
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 acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the service , and to ensure that your credit or debit cards or other payment instruments accepted by linden lab or an applicable payment service provider continue to be valid and sufficient for such purposes .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: any approval, assignment, or consent with respect to such transfer.” Id. § 1821(d)(2)(G)(i)(II). But none of these broad powers encompasses the right to reclassify deposits without authorization, where to do so has the effect of zeroing out a depositor’s funds, as occurred here. Indeed, such an action would be antithetical to the FDIC’s “basic mission [which] is to protect insured depositors.” E.I. du Pont de Nemours & Co. v. FDIC, 32 F.3d 592, 595 (D.C.Cir.1994) (internal quotation marks and citation omitted). Moreover, a general allegation of statutory authority cannot suffice here; rather, the Court must look to each provision to see whether it affords FDIC-R the authority it claims. Cf. Nashville Lodging, 59 F.3d at 242 (citing O’Melveny & Myers, 512 U.S. at 85, 87, 114 S.Ct. 2048) (<HOLDING>). In short, FDIC-R cannot cite to any specific Options: A. holding that in cases of a false conflict of law a court may apply the law of the forum state B. holding that in diversity cases federal courts are to apply state substantive law and federal procedural law C. holding that where a conflict between state and federal law is alleged it must be reasonable to conclude that congress would have intended to preclude the state law in question since it would make little sense to preempt state law in order to serve the purposes underlying federal legislation if congress itself would not require or admit of preemption of state authority D. holding that a revision of the fdi act does not displace preexisting state law except where there is an explicit federal statutory provision or in those few and restricted cases where there is a significant conflict between some federal policy or interest and the use of state law E. holding that the application of an element of a state law tort is preempted if in holding a defendant hable for the conduct there would be conflict with federal patent law

assistant: The best answer is D. holding that a revision of the fdi act does not displace preexisting state law except where there is an explicit federal statutory provision or in those few and restricted cases where there is a significant conflict between some federal policy or interest and the use of state law
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: As of the date hereof, the issued and outstanding partnership interests of the Partnership consist of 31,237,021 Common Units, 10,107,464 Series A convertible preferred units representing limited partner interests in the Partnership, 8,792,205 Series C convertible preferred units representing limited partner interests in the Partnership, 2,333,333 Series D convertible preferred units representing limited partner interests in the Partnership, the GP Interest, the Incentive Distribution Rights and any Common Units, phantom units or other interests issued pursuant to the Partnership’s Long-Term Incentive Plan (“ LTIP ”).

assistant: Capitalization