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: This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Isle shall indemnify Employee and hold Employee harmless to the full extent permitted by Section 145 of the Delaware General Corporation Law from and against any and all claims, liabilities and losses Employee may suffer arising in connection with Employee’s employment as an officer of the Company as set forth herein, subject to the exceptions set forth in the Delaware General Corporation Law. The agreement of the Company set forth in this Section 5(i) shall survive the termination of this Agreement.

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: and in line with Blakely, the Supreme Court in Booker extended the holding in Apprendi with the following modification: “Any fact (other than a prior conviction) which is necessary to support a sentence exceeding the maximum authorized by the facts established by a plea of guilty or a jury verdict must be admitted by the defendant or proved to a jury beyond a reasonable doubt.” Id., 125 S.Ct. at 756. Petitioner Casas is not entitled to relief under Apprendi, Blakely, and Booker for more than one reason. His reliance on these holdings is misplaced as none of them applies retroactively on collateral review. Like Blakely, Booker is not retroactive. See McReynolds v. United States, 397 F.3d 479, 480 (7th Cir.2005), cert. denied, 545 U.S. 1110, 125 S.Ct. 2559, 162 L.Ed.2d 285 (2005) (<HOLDING>); see also Guzman v. United States, 404 F.3d Options: A. holding that blakely does not apply retroactively to 2255 motions B. holding that apprendi does not retroactively apply to 2255 motions C. holding that apprendi does not apply retroactively to claims raised in a 2255 motion D. holding that booker does not apply retroactively to collateral proceedings under 2255 E. holding booker is not retroactively applicable to cases on collateral review

assistant: The best answer is D. holding that booker does not apply retroactively to collateral proceedings under 2255
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits the Parties to comply with the Privacy Rule, federal and local rules or statutes regarding the confidentiality and security of PHI. A reference in this Business Associate Agreement to a section of the Privacy Rule means the section as in effect or as amended.

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 case excerpt and choose the best holding from the options. Case excerpt: $5 and costs, conviction reversed); Jones v. Opelika (1942) 316 U.S. 584 [86 L.Ed. 1691, 62 S.Ct. 1231, 141 A.L.R. 514] (selling books without license, reversed) (fine of unstated amount, see Cole v. City of Fort Smith (1941) 202 Ark. 614 [151 S.W.2d 1000]); Schneider v. Irvington (1939) 308 U.S. 147 [84 L.Ed. 155, 60 S.Ct. 146] (violation on ban on public distribution of leaflets, convictions reversed) (fines of $5, see Commonwealth v. Nichols (1938) 301 Mass. 584 [18 N.E.2d 166], and $25, see People v. Young (1938) 33 Cal.App.2d Supp. 747 [85 P.2d 231]); Lovell v. Griffin (1938) 303 U.S. 444 [82 L.Ed. 949, 58 S.Ct. 666] (distribution of literature without permission of city manager, $50 fine, conviction reversed); Davis v. Massachusetts (1897) 167 U.S. 43 [42 L.Ed. 71, 17 S.Ct. .731] (<HOLDING>). 3 Since Congressman Tunney’s appearance at Options: A. holding that the failure to impose a mandatory fine requires that the matter be remanded for imposition of that fine B. holding meeting without a permit fine of unstated amount conviction affirmed C. holding meeting without permit fine of 25 plus costs conviction reversed D. holding religious meeting in public park without license 20 fine conviction affirmed E. holding meeting without permit 10 fine conviction reversed

assistant: The best answer is B. holding meeting without a permit fine of unstated amount conviction affirmed
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: Leslie M. James appeals pro se from the district court’s judgment dismissing his action alleging various claims arising from foreclosure proceedings. We have jurisdiction under 28 U.S.C. § 1291. We review for an abuse of discretion a district court’s denial of a motion for reconsideration. Sch. Dist. No. 1J, Multnomah Cty., Or. v. ACandS, Inc., 5 F.3d 1255, 1262 (9th Cir. 1993). We affirm. We treat the district court’s July 29, 2014 order as denying a second motion for reconsideration, and conclude that the district court did not abuse its discretion by denying the motion- because James failed to establish grounds for such relief. See id. at 1263 (grounds for reconsideration); see also Am. Ironworks & Erectors, Inc. v. N. Am. Constr. Corp., 248 F.3d 892, 899 (9th Cir. 2001) (<HOLDING>). We lack jurisdiction to consider James’s Options: A. holding that the district court did not err by concluding that the bankruptcy court did not abuse its discretion in denying motion for continuance motion to withdraw and motion for reconsideration and rehearing B. holding that district court did not abuse its discretion in denying a motion to strike when movant failed to show prejudice C. holding that the district court did not abuse its discretion in denying a rule 60b motion when the relevant change in law occurred eight months prior and petitioner filed the motion two days before his execution D. holding that district court did not abuse its discretion by denying as untimely made a motion to join a party under fed r civ p 20 and noting that court likewise would not have erred if motion had been made under fed r civ p 19 E. holding that the district court did not abuse its discretion by denying a fed r civ p 60b motion where movants reiterated arguments raised previously and did not present any basis to vacate the challenged order

assistant: The best answer is E. holding that the district court did not abuse its discretion by denying a fed r civ p 60b motion where movants reiterated arguments raised previously and did not present any basis to vacate the challenged order
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: tools,” some of which are traditionally employed to decide causation questions and some of which are employed to decide standing questions. Holmes, 503 U.S. at 268, 112 S.Ct. 1311 (“Here we use ‘proximate cause’ to label generically the judicial tools used to limit a person’s responsibility for the consequences of that person’s own acts. At bottom, the notion of proximate cause reflects ideas of what justice demands, or of what is administratively possible and convenient.”) (quotation omitted); see Associated Gen. Contractors, Inc. v. Cal. State Council of Carpenters, 459 U.S. 519, 532-33, 103 S.Ct. 897, 74 L.Ed.2d 723 (1983) (“Congress simply assumed' that antitrust damages litigation would be subject to constraints comparable to well-accepted common-law rules applied in co Cir.1992) (<HOLDING>); Sanders Confectionery Prods., Inc. v. Heller Options: A. holding that a rico plaintiff alleging destruction of the value of his stock lacks standing because his injury is derivative of the corporations injury B. holding that beneficiaries of an estate lacked standing under rico to sue for an injury derivative of the estates injury C. holding that health care trust funds that paid medical claims could not sue tobacco companies under rico because their injury was derivative of smokers injury and stating a direct relationship between the injury and the alleged wrongdoing although not the sole requirement of rico proximate causation has been one of its central elements citations omitted D. holding that under rico plaintiff must prove an injury because of violation of statute E. holding that plaintiffs lacked standing to sue

assistant: The best answer is B. holding that beneficiaries of an estate lacked standing under rico to sue for an injury derivative of the estates 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: 1.5 the service is subject to scheduled and unscheduled service interruptions and loss of server data , which you do not own and for which you will not hold us liable .

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: This Agreement, and the attached exhibits, supersede all prior discussions and agreements among the parties with respect to the subject matter hereof, including but not limited to that certain offer letter between the parties dated April 4, 2013, and contain the sole and entire agreement between the parties hereto with respect thereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: been dismissed, that a wife “cannot state a claim for loss of consortium due to any alleged violation of [her husband’s] civil rights under Section 1983” (citing. Niehus, 973 F.2d at 533-34)); McNabb v. City of Memphis, No. 03-2334 ML/P, 2004 WL 2384958, at *6 (W.D.Tenn. Mar.8, 2004) (dismissing wife’s loss-of-consortium claim “as [it] relates to the 42 U.S.C. § 1983 claim because a § 1983 claim is personal to the individual claiming injury,” without further discussion except to note that “[p]laintiffs concedefd] that [wife] may not recover for loss of consortium pursuant to § 1983”; however, because plaintiffs also brought state law claims, wife’s loss-of-consortium claim in connection with those was not dismissed); Hakken v. Washtenaw County, 901 F.Supp. 1245, 1255 (E.D.Mich.1995) (<HOLDING>); Jenkins v. Carruth, 583 F.Supp. 613, 616 Options: A. recognizing cause of action for loss of consortium B. holding without discussion that since the state tort claims are dismissed there can be no claim for loss of consortium C. holding that a claim for loss of consortium cannot stand because there is no evidence of bodily injury sustained D. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse E. recognizing loss of consortium claims

assistant: The best answer is B. holding without discussion that since the state tort claims are dismissed there can be no claim for loss of consortium
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive is employed as Senior Vice President – Wealth Management of the Bank, subject to the direction of the Chairman & CEO of Nicolet Bankshares, Inc. or its designee(s) and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Bank in connection with the conduct of its business. The duties and responsibilities of the Executive are set forth on Exhibit A attached hereto.

assistant: Positions
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 agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other 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: following provision: [I]f [Husband] increases his VA Benefits and it reduces his Military Retirement, that this election by [Husband] shall not affect [Wife’s] right to a monthly sum equal to [Wife’s] portion of [Husband’s] disposable retired pay as provided for herein and reduction to the Military Retirement Pension now due and owing as a result of the election of [Husband] to receive the VA benefits, shall not reduce [Wife’s] monthly sum as-set forth herein. The Trial Court also provided that it would retain “jurisdiction to supervise and enforce” the payment of retirement pay and benefits. ¶ 4 Husband filed a motion for new trial on November 18, 2002, alleging that the Trial Court’s order is contrary to law because the decree (1) unlawfully provides that Wife will be entitle n.2001) (<HOLDING>). ¶9 In Troxell v. Troxell, 2001 OK CIV APP 96, Options: A. holding debtor could not discharge that portion of his monthly army retirement benefits awarded to his wife pursuant to a divorce decree B. holding that although a spouse may have had a right to apportion military retirement benefits at one time the act requires the spouse to assert that right before entry of a finalized divorce decree or waive the right to the benefits C. holding that the trial court had authority to enforce a marital property settlement agreement that had not been incorporated into the parties final divorce decree D. holding that a wife obtained a vested interest in her portion of the retirement benefits as of the date of the divorce decree and any act of the military spouse that unilaterally decreases the nonmilitary spouses vested interest is an impermissible modification of a division of marital property and a violation of the final decree of divorce E. holding that the trial judge had the power to incorporate a settlement agreement in a decree following the entry of a decree of divorce

assistant: The best answer is D. holding that a wife obtained a vested interest in her portion of the retirement benefits as of the date of the divorce decree and any act of the military spouse that unilaterally decreases the nonmilitary spouses vested interest is an impermissible modification of a division of marital property and a violation of the final decree of divorce
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent and Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced on or prior to the Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

assistant: Fees
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: No failure to exercise, and no delay in exercising, any right, remedy, power or privilege under this Agreement by any party shall operate as a waiver of such right, remedy, power or privilege, nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise of such right, remedy, power or privilege. Any waiver under this Agreement must be in writing, signed by the waiving party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller and Buyer expressly acknowledge and represent and warrant as of the Effective Date that other than Seller’s Broker, no party has acted as the broker with respect to the Transaction and with respect to this Agreement. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by any party claiming to have represented Seller as broker in connection with the Transaction. Seller shall pay any brokerage commission due to Seller’s Broker in accordance with the separate agreement between Seller and Seller’s Broker. Buyer agrees to hold Seller harmless and indemnify Seller and the Seller Indemnified Parties from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Seller as a result of any claims by any other party (other than Seller’s Broker) claiming to have represented Buyer as broker in connection with the Transaction. The provisions of this Section 8.2 shall survive Closing (and not be merged into the Ground Lease Assignment Agreement) or the earlier termination of this Agreement.

assistant: Brokers
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: Lenders not delivering a signature page prior to such time will be treated as “Non-Consenting Lenders” with respect to the Amendment . Please note that EACH LEGAL ENTITY MUST SUBMIT A SEPARATE SIGNATURE PAGE.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: particularly dangerous ground on which to rest an interpretation of a prior statute when it concerns ... a proposal that does not become law.” Pension Benefit Guar. Corp. v. LTV Corp., 496 U.S. 633, 650, 110 S.Ct. 2668, 110 L.Ed.2d 579 (1990). 7 . We do not read Wyndham's briefing as raising a meaningful argument under the "discriminatory enforcement” prong. A few sentences in a reply brief are not enough. See Wyndham Reply Br. at 26 ("To provide the notice required by due process, a statement must in some sense declare what conduct the law proscribes and thereby constrain enforcement discretion.... Here, the consent decrees at issue ... do not limit the Commission's enforcement authority in any way.” (citation omitted)). 8 . See Ortiz v. N.Y.S. Parole, 586 F.3d 149, 159 (2d Cir.2009) (<HOLDING>); In re Surrick, 338 F.3d at 234 ("[We] reject Options: A. holding that the offense requires that the return be false as to a material matter B. holding that a defendant must have notice that the trial court might sentence him to death C. holding that even though the issue is not framed according to what might be referred to as standard lawschool format preston only requires that a certified question clearly identify the scope and limits of the legal issues reserved D. holding that the inquiry into whether an employee was acting within the scope of his employment depends on the respondeat superior law of the state in which the tort occurred E. holding that the unexpected and indefensible standard requires only that the law not lull the potential defendant into a false sense of security giving him no reason even to suspect that his conduct might be within its scope emphases added

assistant: The best answer is E. holding that the unexpected and indefensible standard requires only that the law not lull the potential defendant into a false sense of security giving him no reason even to suspect that his conduct might be within its scope emphases added
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: OPINION AND ORDER DENYING RECONSIDERATION SUSAN G. BRADEN, Judge arguments which were previously made and were carefully considered by the court.” Id.; see also Bishop v. United States, 26 Cl.Ct. 281, 286 (1992) (<HOLDING>). To prevail on a motion for reconsideration, a Options: A. holding that the court did not have jurisdiction to consider an argument not presented to the board in a motion for reconsideration B. holding that a litigant must support an argument with legal authority C. holding that a pro se litigant who is an attorney is not entitled to fees under 1988 D. holding that a litigant has standing to challenge the constitutionality of a statute if the law is unconstitutional as applied to that particular litigant E. holding that reconsideration is not intended to give an unhappy litigant an additional chance to sway the court

assistant: The best answer is E. holding that reconsideration is not intended to give an unhappy litigant an additional chance to sway the court
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: ( 12 ) that utilizes `` leet '' or `` dudespeak '' ( e.g. , `` roflcopter '' , `` xxnewbxx '' , `` roxxoryou '' )

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 Committee may, in its discretion and upon such terms and conditions as it may deem appropriate (including the applicable safe-harbor provisions of Securities and Exchange Commission Rule 16b-3 or any successor rule or regulation) provide Optionee (if Optionee is an Employee) with the election to surrender previously acquired shares of Common Stock or have shares withheld in satisfaction of the tax withholding obligations. To the extent necessary to avoid adverse accounting treatment, the number of shares that may be withheld for this purpose shall not exceed the minimum number needed to satisfy the applicable income and employment tax withholding rules. If Common Stock is used to satisfy the Company's tax withholding obligations, the shares of Common Stock shall have been held by Optionee for the requisite period necessary to avoid a charge to the Company’s reported earnings and shall be valued at their Fair Market Value when the tax withholding is required to be made.

assistant: Tax 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: a private right of action by any person, numerous courts have implied, or assumed without discussion, that such a right exists under certain circumstances. See e.g. GAF v. Milstein, 453 F.2d 709 (2d Cir.1971) (explicitly recognizing an implied private right of action); Corenco Corp. v. Schiavone & Sons, Inc., 488 F.2d 207 (2d Cir.1973) (same); Scott v. Multi-Amp Corp., 386 F.Supp. 44 (D.N.J.1974) (same); Rosenbaum v. Klein, 547 F.Supp. 586 (E.D.Pa.1982) (recognizing in dicta); Citizens First Bancorp, Inc. v. Harreld, 559 F.Supp. 867 (W.D.Ky.1982) (assumed without discussion); Chevron Corp. v. Pennzoil Co., 974 F.2d 1156 (9th Cir.1992) (same); Oklahoma Pub. Co. v. Standard Metals Corp., 541 F.Supp. 1109 (W.D.Okla.1982) (same); but see Leff v. CIP Corp., 540 F.Supp. 857 (S.D.Ohio 1982) (<HOLDING>); Atlantic Fed. Sav. & Loan Assoc. v. Dade Sav. Options: A. holding that there is no private right of action for any person under 13d B. holding there is no federal private right of action for borrowers under the nfia C. holding that no private right of action exists D. recognizing private right of action E. holding that issuer and shareholder had no right to bring an action for equitable relief under 13d

assistant: The best answer is A. holding that there is no private right of action for any person under 13d
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 Oncor Management Interests represent approximately 0.22% of the outstanding interests in Oncor. The Oncor Management Interests are owned beneficially and of record by Seller, free and clear of any Liens and Claims, other than (i) restrictions on transfer under federal and state securities Laws and (ii) restrictions under the terms of the Oncor LLC Agreement and the OMI LLC Agreement. Upon the sale, transfer and delivery of the Oncor Management Interests in accordance with the terms of this Agreement, Seller shall not have any Equity Interest of any kind in Oncor, it being understood that good and valid title to any Equity Interests in Oncor formerly held by it shall pass exclusively to the Purchaser pursuant to this Agreement with no increase in the aggregate consideration payable to Seller hereunder.

assistant: Capitalization
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: Immediately upon the issuance of any Letter of Credit, the applicable Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under such Issuing Bank), an undivided interest and participation, pro rata (based on its Applicable Percentage), in such Letter of Credit, each drawing made thereunder and the obligations of the applicable Borrower under this Agreement with respect thereto and any Collateral or other security therefor or guaranty pertaining thereto; provided , however , that the fee relating to Letters of Credit described in Section 2.9(b)(ii) shall be payable directly to such Issuing Bank as provided therein, and the other Lenders shall have no right to receive any portion thereof. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, on the Lender L/C Obligation Payment Date, such Lender’s Applicable Percentage of each Reimbursement Obligation (plus interest thereon) not reimbursed by the applicable Borrower on the applicable Reimbursement Obligation Repayment Date as provided in Section 3.4 or through the Borrowing of Revolving Loans as provided in Section 3.5 (because the conditions set forth in Section 4.2 cannot be satisfied, or for any other reason), or of any reimbursement payment required to be refunded to such Borrower for any reason. Upon any change in the Commitments of any of the Lenders pursuant to Section 2.21 or 11.6(a) , with respect to all outstanding Letters of Credit and Reimbursement Obligations there shall be an automatic adjustment to the participations pursuant to this Section 3.3 to reflect the new Applicable Percentages of the Lenders. Each Lender’s obligation to make payment to an Issuing Bank pursuant to this Section 3.3 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the termination of the Commitments or the existence of any Default or Event of Default, and each such payment shall be made without any offset, abatement, reduction or withholding whatsoever.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise set forth in this Agreement, the representations and warranties of Lender and the Company contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement and the closings under this Agreement and will in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of Lender or the Company.

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: v. Reno, 205 F.3d 194, 198 (5th Cir.2000). 6 . The transitional rules applied between the time Congress passed IIRIRA and April 1, 1997. The relevant transitional provision provided that "there shall be no appeal of any discretionary decision” under INA § 245. See IIRIRA § 309(c)(4)(E). 7 . A majority of jurisdictions that have decided this issue have held that INA § 242(a)(2)(b)(i) precludes judicial review of a [8 U.S.C.] § 1255 denial of adjustment of status. See e.g. Van Dinh v. Reno, 197 F.3d 427, 432 (10th Cir.1999); Amoakowaa v. Reno, 94 F.Supp.2d 903 (N.D.Ill.2000); Paunescu et al. v. Immigration & Naturalization Service, 76 F.Supp.2d 896, 900 (N.D.Ill.1999); Diallo v. Reno, 61 F.Supp.2d 1361, 1367 (N.D.Ga.1999); but see Shanti v. Reno, 36 F.Supp.2d 1151, 1158 (D.Minn.1999)(<HOLDING>). 8 . The Ninth Circuit, however, recently held Options: A. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders B. holding that any defect in removal procedure must be cured within the 30day removal period or it is fatal to the removal and defendants failure to attach exhibits to the notice of removal within that time required remand C. holding that ina 242 confined in scope to orders of removal D. recognizing that orders denying motions to reopen are treated as final orders of removal E. holding that where a petitioner fails to establish a claim for asylum on the merits his claims for withholding of removal under the ina and cat also necessarily fail

assistant: The best answer is C. holding that ina 242 confined in scope to orders of removal
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 transaction contemplated by this Agreement, including the Redemption, shall occur at 5:00 p.m. (Pacific) on August 31, 2016 (the “Closing”) at the offices of the Company, One S.W. Columbia, Suite 1700, Portland, OR 97258, or at such other place as the TCG Member and the PC Member may mutually agree upon.

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: Except as otherwise permitted under Section 7.3 or Section 7.4 , at all times maintain and preserve in full force and effect (a) its existence (including being in good standing in its jurisdiction of organization) and (b) all rights and franchises, licenses and permits material to its business; provided , however , that no Loan Party or any of its Restricted Subsidiaries shall be required to preserve any such right or franchise, licenses or permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not material disadvantageous to such Person or to the Lender.

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 case excerpt and choose the best holding from the options. Case excerpt: Notice of Appeal having been filed thirty-four days after rendition of the trial court’s order granting appellee’s motion to relocate with the parties’ minor children, we are compelled to dismiss this appeal as untimely. See Fla. R.App. P. 9.020(i) & 9.110(b). The law in Florida is well settled that a motion for rehearing or reconsideration does not toll the time for filing an appeal from a non-final order reviewable pursuant to the provisions of Florida Rule of Appellate Procedure 9.130. See Panama City Gen. P’ship v. Godfrey Panama City Inv., LLC, 109 So.3d 291, 292 (Fla. 1st DCA 2013) (recognizing “a motion for reconsideration of a nonfinal order does not toll the 30-day time limit for appeal”); SC. Read, Inc. v. Seminole Cnty. Sch. Bd., 932 So.2d 1255, 1256-57 (Fla. 5th DCA 2006) (<HOLDING>); Deal v. Deal, 783 So.2d 319, 321 (Fla. 5th Options: A. holding that a rehearing order was not final or appealable B. holding that an unauthorized motion for rehearing does not toll defendants time for filing a notice of appeal C. recognizing that an authorized and timely motion for rehearing serves to toll rendition of a final order D. holding a motion for rehearing from an appealable nonfinal order is not authorized and thus does not toll the time for filing an appeal E. holding that a rehearing order is interlocutory and not appealable

assistant: The best answer is D. holding a motion for rehearing from an appealable nonfinal order is not authorized and thus does not toll the time for filing an 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 legal provision and list the applicable contract clause categories. Provision: Your salary will be at an annualized rate of $750,000 per year beginning on the Effective Date, payable in accordance with the Company’s standard payroll schedule. Your salary, as well as any other cash amounts payable under this Agreement, will be subject to applicable tax withholdings. Your salary may be adjusted from time to time by the Company’s Board of Directors (the “ Board ”) or the Compensation Committee of the Board (the “ Compensation Committee ”) in their sole discretion, subject to Section 5.

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 legal provision and list the applicable contract clause categories. Provision: If vesting of a Phantom Unit shall occur pursuant to Paragraph 2 or 3(a ) , above, then as soon as administratively practicable after the vesting of such Phantom Unit, but not later than seven days thereafter, you shall be paid a lump sum payment in Units equal to th e number of vested Phantom Units. Notwithstanding the foregoing, however, the Committee may, in its sole discretion, direct that payment be made to you i n th e form of cash (in lieu of units) for each vested Phantom Uni t.

assistant: Payments
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 validity, construction and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without reference to any choice of laws provisions thereof. The parties further agree that any litigation or proceeding arising out of, or relating to, this Agreement (whether the same sounds in tort or contract or both) shall be commenced and maintained in a federal or state court located in Hennepin County, Minnesota, and for such purpose the parties consent to any such court’s exercise of personal jurisdiction over them.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Landlord and Tenant each warrants and represents that it has dealt with no broker in connection with this First Amendment other than Transwestern RBJ and Jones Lang LaSalle New England, LLC (collectively, “ Broker ”). Landlord and Tenant each agrees to defend, indemnify and save the other harmless from and against any Claims arising as a result of its breach of the foregoing representation and warranty. Landlord shall be solely responsible for the payment of any brokerage commissions to Broker.

assistant: Brokers
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: Ranieri and committed crimes on Ranieri’s behalf, and at his behest. In any event, on cross-examination, Iri-zarry acknowledged that he was friendly with Ranieri, and that Irizarry had obtained legitimate employment for him. However, Irizarry insisted that he had not spoken to Ranieri in about fourteen months. There was nothing improper in this questioning because it directly pertained to charged activities of the enterprise even though Ranieri was not alleged to be a member of it. Moreover, evidence had already been introduced that showed that Irizarry and the enterprise engaged in criminal activities on Ranieri’s behalf. Therefore, it was permissible for the government to inquire into Irizarry’s relationship with Ranieri. Cf. United States v. O’Leary, 739 F.2d 135, 136 (3d Cir.1984) (<HOLDING>). Irizarry also argues that testimony the Options: A. holding prior bad acts evidence is admissible where there is an articulation or identification of the consequential fact to which the proffered evidence of other acts is directed B. holding on a criminal appeal that prior bad acts evidence is admissible to prove intent to commit the charged crime C. holding that evidence of prior drug transactions was admissible under rule 404b to show inter alia intent to enter into the drug conspiracy and knowledge of the conspiracy D. recognizing that even evidence of a defendants and a witnesss prior bad acts was admissible to show inter alia the defendants familiarity with the witness E. holding evidence of prior drug use admissible to show motive and the nature of the defendants relationship with coconspirators

assistant: The best answer is D. recognizing that even evidence of a defendants and a witnesss prior bad acts was admissible to show inter alia the defendants familiarity with the witness
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: Contractor and its Subcontractors and Sub-subcontractors shall do nothing to void or make voidable any of the insurance policies purchased and maintained by Contractor or its Subcontractors or Sub-subcontractors hereunder. Contractor shall promptly give Owner and Lender notice in writing of the occurrence of any casualty, claim, event, circumstance, or occurrence that may give rise to a claim under an insurance policy hereunder and arising out of or relating to the performance of the Work. In addition, Contractor shall ensure that Owner is kept fully informed of any subsequent action and developments concerning the same, and assist in the investigation of any such casualty, claim, event, circumstance or occurrence.

assistant: Miscellaneous
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 agree that promo codes : ( i ) must be used for the intended audience and purpose , and in a lawful manner ; ( ii ) may not be duplicated , sold or transferred in any manner , or made available to the general public ( whether posted to a public form or otherwise ) , unless expressly permitted by uber ; ( iii ) may be disabled by uber at any time for any reason without liability to uber ; ( iv ) may only be used pursuant to the specific terms that uber establishes for such promo code ; ( v ) are not valid for cash ; and ( vi ) may expire prior to your use .

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: section 2615(a)(1) provides a clearer statutory basis for § 825.220(c)'s prohibition on discrimination and retaliation”). Since we are examining only the DOL’s interpretation of the interference provision of § 2615(a)(1), we need not address § 2615(a)(2)’s prohibition of retaliation for "opposing any practice made unlawful” by the FMLA. 4 . While Defendants pointed to a few of our cases as authority that direct evidence is required for mixed-motive instructions in FMLA retaliation claims even after Desert Palace, we have not held as much because that issue was never outcome-determinative until this case. See Ross v. Gilhuly, 755 F.3d 185, 193 (3d Cir. 2014) (noting that the plaintiff did "not argue that his retaliation claims are mixed-motive claims”); Lichtenstein, 691 F.3d at 302 (<HOLDING>); Conoshenti v. Pub. Serv. Elec. & Gas Co., 364 Options: A. holding that a plaintiff who could not demonstrate every element of the mcdonnell douglas test could nonetheless demonstrate a prima facie case B. holding that the facts of the ease fall under the mcdonnell douglas standard which does not require direct proof of discrimination for the plaintiff to make a submissible case C. holding that whether the case could proceed under a mixedmotive instruction was not relevant because the case could proceed under the more taxing mcdonnell douglas standard D. holding that the improper use of a mixedmotive instruction in a butfor case shifted the burden of persuasion on a central issue in the case and therefore the error cannot be harmless E. holding that a garnishment proceeding could not proceed because the underlying judgment was null and void

assistant: The best answer is C. holding that whether the case could proceed under a mixedmotive instruction was not relevant because the case could proceed under the more taxing mcdonnell douglas standard
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: patent is complex. Thus, although some presumption of deceptive intent exists when a product is knowingly marked with an expired patent, that presumption is weaker than when a product is marked with an unexpired patent that does not cover the product. ii. Whether Solo Acted With an Intent to Deceive. Because Solo admits that it knowingly marked its lids with expired patents, a weakened presumption of intent to deceive applies. However, this presumption is definitively rebutted by evidence that Solo acted not for the purpose of deceiving the public, but in good faith reliance on the advice of counsel and out of a desire to reduce costs and business disruption. A party’s good faith belief is relevant to determining whether it acted with intent to deceive. See Clontech, 406 F.3d at 1355 (<HOLDING>). In addition, good faith reliance on the Options: A. holding term good faith in iowa code section 23272 rests on a defendants subjective honest belief B. holding that a failure to mark 13 of products is certainly not adequate marking C. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief D. holding that a plaintiff must show that a defendant did not have an honest good faith belief in marking its products E. holding that the defendant did not establish good faith as a matter of law

assistant: The best answer is D. holding that a plaintiff must show that a defendant did not have an honest good faith belief in marking its products
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 BAC shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan. The BAC shall direct the Trustee concerning all payments which shall be made out of the Trust pursuant to the Plan. The BAC shall have the discretionary authority to interpret and construe the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan, including but not limited to all factual questions, including questions of eligibility and the status and rights of Participants, Beneficiaries and other persons. Any such determination by the BAC shall be presumptively conclusive and binding on all persons. Determinations of the BAC shall be uniformly and consistently applied to all persons in similar circumstances.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

assistant: Entire Agreements