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 Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Holders, provided, however, that no consent shall be required in the event of a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, in which case, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Shares” shall be deemed to include the securities received by the Holders in connection with such transaction unless such securities are otherwise freely tradable by the Holders after giving effect to such transaction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK 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 case excerpt and choose the best holding from the options. Case excerpt: was aware he needed a warrant or he would not have asked Lancaster Police to prepare one. Furthermore, Detective Glucksman did obtain a court order from Pennsylvania to monitor the GPS tracker placed on codefendant Baker’s car. Sadly, it appears nothing less than laziness prevented a warrant from being obtained for access to [Ajppellant’s records and live ping tracking. Without a proper warrant, all evidence should have been suppressed. Appellant’s Brief at 32-33 (internal citations to the reproduced record omitted). Under the pre-amended version of the Wiretap Act, therefore, a historical record of cell phone transmissions was, by its very nature, not likely to be recognized as a “contemporaneous acquisition” of a wire, electronic, or oral communication. See Proetto, 771 A.2d at 829 (<HOLDING>). However, the Wiretap Act was later amended Options: A. holding that accusers 911 call initial statement to police upon their arrival at the crime scene and statements made to police a short time later were testimonial B. holding that under state law the police commissioners are not authorized to remove police officers at will but for good and sufficient cause and after due hearing emphasis added C. holding that text messages forwarded to a police officer after their initial transmission were not intercepted by police but instead later disclosed to police and therefore not contemporaneously acquired as prohibited by the wiretap act D. holding that there was ample room for the jury to find a snug fit between the defendants acts and the enterprise a city police department since the defendants illegal activities were clearly helped along by the authority vested in him as a police officer and by the reactions which a police officer uniquely has the ability to engender in others by virtue of his position E. holding police officer is a public official

assistant: The best answer is C. holding that text messages forwarded to a police officer after their initial transmission were not intercepted by police but instead later disclosed to police and therefore not contemporaneously acquired as prohibited by the wiretap act
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 make equitable and proportionate adjustments in the terms and conditions of, and the criteria (including any performance criteria set forth on Exhibit A ) included in, this Award in recognition of unusual or nonrecurring events (and shall make adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan whenever the Committee determines that such events affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree that, to the fullest extent permitted by applicable law, you will not at any time (whether during or after your employment or service with any System Company), other than in the proper performance of your duties, publish or communicate to any person or entity any “Disparaging” (as defined below) remarks, comments or statements concerning any System Company or any of their respective directors, officers, shareholders, employees, agents, attorneys, successors and assigns (each a “ System Company Party ”). “ Disparaging ” remarks, comments or statements are those that are intended to, or could be construed in a manner so as to, impugn, discredit, injure or impair the business, reputation, character, honesty, integrity, judgment, morality or business acumen or abilities in connection with any aspect of the operation of the business of the individual or entity being disparaged.

assistant: Non-Disparagement
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: adverse possession would defeat the requirements established by the legislature to protect water rights from being impaired. See, e.g., NMSA 1978, § 72-5-6 (1985); § 72-5-23; and NMSA 1978, § 72-12-13 (1965) (providing that it is the State Engineer’s duty to make findings that a proposed appropriation or change to an existing water right does not impair existing rights, is not contrary to conservation, and will not be detrimental to the public welfare). In enacting the water code, our legislature recognized the importance of state supervision of the appropriation of waters, as well as the fact that such supervision could not be effective, nor intelligently exercised, without accurate and complete information about proposed appropriations. See, e.g., NMSA 1978, § 72-5-5.1 (1985) (<HOLDING>); § 72-12-3 (requiring application to the State Options: A. holding that waters in utah are of two classes private and public and title to public waters is in the public all are equal owners that is have coequal rights therein B. recognizing the importance of public welfare and conservation of water in administering its public waters C. holding that the waters of the state are a public asset and noting that this court has previously determined that public land public revenue a municipallyowned utility and wild salmon are all public assets that cannot be appropriated by initiative footnotes omitted D. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public E. holding that water conservation district elections and the public trust doctrine were two subjects improperly grouped under the general category of water

assistant: The best answer is B. recognizing the importance of public welfare and conservation of water in administering its public waters
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: Within three (3) Business Days of the date hereof, the Company shall issue a press release substantially in the form of Exhibit C hereto. No other written public release or written announcement concerning the purchase of the Shares contemplated hereby shall be issued by any Party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld), except as such release or announcement may be required by Law or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, if such release or announcement contains information materially different from the press release set forth on Exhibit C , and to the extent reasonably practicable, allow the other Parties reasonable time to comment on such release or announcement in advance of such issuance. The provisions of this Section 13 shall not restrict the ability of a Party to summarize or describe the transactions contemplated by this Agreement in any prospectus or similar offering document so long as the other Parties are provided a reasonable opportunity to review such disclosure in advance.

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: (a) This Agreement (including the agreements attached as Exhibits to and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement, except that the Parties hereto acknowledge that any confidentiality agreements heretofore executed between or among the Parties and the PSA (including the Term Sheet) will each continue in full force and effect.

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: employer discrimination. In Gross, the Court concluded that the ADEA requires proof that the prohibited criterion was the “but-for” cause of the prohibited conduct. See Gross v. FBL Fin. Servs. Inc., 557 U.S. 167, 129 S.Ct. 2343, 174 L.Ed.2d 119 (2009). Moreover, while causation relies heavily on certain facts and circumstances of a case, “temporal proximity between the two events, an intervening pattern of retaliatory conduct, inconsistent reasons by the employer for the adverse action, and differential treatment of other employers,” are pertinent factors to the causation element. Jaudon v. Elder Health, Inc., 125 F.Supp.2d 153, 165 (D.Md.2000) (decided at the summary judgment stage thus applying a different legal standard than Rule 12(b)(6)); see also Williams, 871 F.2d at 457 (<HOLDING>). Here, Moser maintains that DSI terminated his Options: A. recognizing rule as covering attorneys B. recognizing temporal proximity as important factor C. recognizing rule D. recognizing this as the general rule E. recognizing exception

assistant: The best answer is B. recognizing temporal proximity as important factor
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 interpreted in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and the Parent will not, and will not permit any of the Borrower’s Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or the Parent’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower, the Parent or such Subsidiary then the Borrower, the Parent or such Subsidiary would obtain in a comparable arms height and length transaction; and (b) transactions between or among the Borrower and/or the Parent and/or any Wholly Owned Subsidiary of the Borrower and/or the Parent.

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 legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received a certificate of an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent certifying that all governmental and third party approvals necessary in connection with this Agreement and the continuing operations of the Parent, the Borrower and its Subsidiaries have been obtained and remains in full force and effect.

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: law enforcement privileges: The distinction turns on the qualitative difference between an immunity and a privilege. Unlike an immunity, which affects liability but does not diminish the tort, a privilege protects the actor from a finding of tortious conduct. Put another way, an immunity insulates an individual from liability for public policy reasons, even when that individual has engaged in conduct that would otherwise be actionable. By contrast, a privilege recognizes that, because of the nature of their duties, some public officers may perform certain acts that might otherwise be tortious if committed by someone not having those duties. Garza, 881 F.Supp. at 1106 (quotation marks and citations omitted); see also Andrade v. United States, 116 F.Supp.2d 778, 787-89 (W.D.Tex.2000) (<HOLDING>); McElroy v. United States, 861 F.Supp. 585, Options: A. holding that fbi agents interpretations of codefendants conversations were inadmissible under fedrevid 701 B. holding that an fbi agents investigation of the written contents of a notebook that was lawfully in the possession of the fbi constituted a search that violated the defendants fourth amendment rights C. holding that claims for misrepresentation under texas insurance code were preempted because the plaintiffs sought to recover benefits under an erisa plan D. holding that the plaintiffs ftca claims failed because the fbi agents were privileged to use reasonable force under texas law E. holding that a federal drug informant acting under the partial direction of the fbi and for pay was not a federal employee under the ftca

assistant: The best answer is D. holding that the plaintiffs ftca claims failed because the fbi agents were privileged to use reasonable force under texas 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 case excerpt and choose the best holding from the options. Case excerpt: Because I conclude that DiTo-masso consented to law enforcement search of his emails when he agreed to AOL’s terms of use, no ruling on the metadata issue is necessary. 69 . Opp. Mem. at 13. 70 . Probation Order at 2 ¶ U. 71 . See Reyes, 283 F.3d at 462 (focusing exclusively on home visits and searches by probation officers, not by law enforcement in general). 72 .In the Second Circuit, the rule is that consent-to-search provisions attenuate, but do not destroy, the need for a baseline level of suspicion in searches by probation officers. See Lifshitz, 369 F.3d at 181-82 (explaining that consent-to-search terms in probation agreements lessen expectations of privacy, but they do not give probation officers carte blanche to perform truly suspicionless searches); Newton, 369 F.3d at 665 (<HOLDING>) (quoting Reyes, 283 F.3d at 461). See also Options: A. holding that probationers who sign consenttosearch agreements have a severely diminished expectation of privacy in connection with their supervision by probation officers B. holding that prisoners do not have a reasonable expectation of privacy in their cells C. holding that prisoners have no reasonable expectation of privacy in their prison cells D. holding search of probationers computer by probation officers was reasonable even in absence of a search provision when conditions on probationers computer use reduced his expectation of privacy in his computer E. holding that a probationers challenge to a condition of his probation was moot in light of the supreme courts reversal of the underlying conviction and the probationers apparent completion of probation

assistant: The best answer is A. holding that probationers who sign consenttosearch agreements have a severely diminished expectation of privacy in connection with their supervision by probation officers
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: appointment of counsel fully accredited by competency and moral standards to practice law.” Id. at 403. It further noted that the case presented “a situation where one without proper credentials as a lawyer in any state or federal jurisdiction posed as a lawyer. And, he who so posed has not been considered to be of sufficient moral fiber to bear the stamp of approval of the Florida Bar.” Id. Some courts have recognized per se ineffective assistance of counsel when counsel was suspended or disbarred prior to the representation. In In re Johnson, 1 Cal. 4th 689, 822 P.2d 1317, 4 Cal. Rptr. 2d 170 (1992), the court found that representation by an attorney who had been suspended from the practice of law and had submitted his resignation to the state bar with disciplinary proceedings pe 94) (<HOLDING>). Other courts, however, have declined to apply Options: A. holding criminal defendant received per se ineffective assistance of counsel when his attorneys practice had been taken over by state bar and court pursuant to statute which allowed takeover after determination that attorney was incompetent to represent clients B. recognizing that providing defendant with hobsons choice between incompetent lawyer or no lawyer violates right to counsel C. holding representation per se ineffective where attorney disbarred 2 months before trial and therefore no longer counsel within meaning of sixth amendment under texas law which provides disbarred lawyer is deemed incompetent to represent criminal defendant as matter of law D. holding that a criminal defendant has a sixth amendment right to counsel at trial E. holding that an attorneys conflict of interest gives rise to a claim of ineffective assistance of counsel under the sixth amendment and establishes prejudice per se

assistant: The best answer is C. holding representation per se ineffective where attorney disbarred 2 months before trial and therefore no longer counsel within meaning of sixth amendment under texas law which provides disbarred lawyer is deemed incompetent to represent criminal defendant as matter 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 case excerpt and choose the best holding from the options. Case excerpt: documents are not rigidly binding,” id. at 573, 98 S.Ct. 1291, so that the Court would not condone “manipulation by a taxpayer through arbitrary labels and dealings that have no economic significance,” id. at 583, 98 S.Ct. 1291. Thus, the Court ruled, a taxpayer can safely treat leases as genuine for tax purposes only if the taxpayer “retains significant and genuine attributes of the traditional lessor status.” Id. at 584, 98 S.Ct. 1291. Similarly, the Uniform Commercial Code (“UCC”), widely adopted during the 1960s, defined “security interest” as including financing agreements in the form of personal property leases. Section 1-201(37) of the 1958 Official Text of the UCC provided, in part: Unless a lease ... is intended as security, Vita Fruit Co.), 473 F.2d 585, 589 (6th Cir.1973) (<HOLDING>); Louis F. Del Duca, Evolving Standards for Options: A. holding that the damage for tenancy at sufferance during the holdover period was the monthly rent under the lease versus the apartments fair market value because the lease contained a provision requiring lease payments beyond the lease term B. holding that former employees of a brokerage firm who had a contractual right to a share of any commission received by the firm upon extension of a lease were not entitled to a share of the commission received when the landlord and tenant entered an amendment to the lease which extended the duration but also added new terms this was a new lease not an extension of the prior lease C. holding lease agreement that explicitly stated it was finance lease as defined in article 2a of ucc was finance lease even though lessee did not direct lessor to acquire goods or right to possession and use of goods from supplier D. holding in a reclamation action against a bankruptcy trustee that the determination of whether the lease instruments were true leases or security agreements is critical E. holding that the question of whether a bankruptcy trustee or a putative lessor was entitled to the proceeds of an equipment sale depended on whether a true lease was involved when the lease is intended as a security interest article 9 applies however a bona fide lease is not affected by article 9

assistant: The best answer is E. holding that the question of whether a bankruptcy trustee or a putative lessor was entitled to the proceeds of an equipment sale depended on whether a true lease was involved when the lease is intended as a security interest article 9 applies however a bona fide lease is not affected by article 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the FMLA does not entitle the employee to any rights, benefits, or positions he would not have been entitled to had he not taken leave. 29 U.S.C. § 2614(a)(3)(B). The act simply guarantees that an employee’s taking of leave will not result in loss of job security or other adverse employment actions. The FMLA states that it is “unlawful for any employer to interfere with, restrain, or deny the exercise of or the attempt to exercise any right provided.” 29 U.S.C. § 2615(a)(1). The Ninth Circuit has held that adverse employment actions taken against employees for exercising rights under FMLA should not be construed as retaliation or discrimination, but rather as interference with rights guaranteed by the statute. See Bachelder v. America West Airlines, 259 F.3d 1112, 1124 (9th Cir.2001) (<HOLDING>); Conoshenti v. Public Serv. Elec. & Gas Co., Options: A. holding that best interest of child need only be proven by a preponderance of the evidence B. holding that to prevail on a claim under 2615a1 a plaintiff need only prove by a preponderance of the evidence that her taking of fmlaprotected leave constituted a negative factor in the decision to terminate her C. holding that the government must prove the facts used in sentencing by a preponderance of the evidence D. holding that an employee who did not present evidence that she could have returned to work prior to the expiration of her fmla leave allowance was not entitled to additional leave merely because her employer had not properly provided her with notice that the leave was designated as fmla leave E. holding the appellant needed to prove by a preponderance of the evidence that her husbands death fell within the terms of the insurance policy

assistant: The best answer is B. holding that to prevail on a claim under 2615a1 a plaintiff need only prove by a preponderance of the evidence that her taking of fmlaprotected leave constituted a negative factor in the decision to terminate her
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claim of disparate treatment is that she was removed or excluded from a number of committees in favor of non-Black administrators, including Paul Dale. Specifically, Plaintiff contends that she was excluded from a position on the 1998-1999 PVCC Cultural Diversity Committee (“Diversity Committee”). Placement on the 1998-99 Diversity Committee is the only contested committee assignment that is not time-barred. In contrast to her allegations about office location and signage, Plaintiff presents sufficient evidence to show that exclusion from committee assignments could constitute an adverse action. Plaintiffs supervisors have indicated that committee work was a “building block” upon which Plaintiff could reasonably expect her future advancement to depend. See Bryson, 96 F.3d at 916-7 (<HOLDING>). Specifically, when Plaintiff asked Kranitz Options: A. holding that a transfer of job duties can constitute an adverse employment action B. recognizing that a set of actions may constitute an adverse employment action when considered collectively even though some actions do not rise to the level of an adverse employment action individually C. holding that a lateral transfer without a loss in benefits does not constitute an adverse employment action D. holding loss of committee work may constitute adverse action E. holding that the action taken need not be the substantial equivalent of dismissal in order to constitute adverse employment action

assistant: The best answer is D. holding loss of committee work may constitute adverse 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 case excerpt and choose the best holding from the options. Case excerpt: when the transactions involved sums which fell below the jurisdictional minimum and hence did not make out independent violations of § 666. However, one of the rationales for allowing aggregation under such circumstances is to ensure that poorly motivated officials do not evade liability under § 666 simply by stealing less than $5000 at a time. See Webb, 691 F.Supp. at 1168; Sanderson, 966 F.2d at 189. Worries about opportunistic evasion of liability do not apply to transactions that involve sums larger than the statutory minimum. Since most of the bundled transactions in this case involved sums greater than $5000, it is not clear whether this line of precedent would support the aggregation that occurred in this case. But see United States v. Urlacher, 784 F.Supp. 61, 64 (W.D.N.Y.1992) (<HOLDING>). Fortunately, we are not completely without Options: A. holding that more than notice to a defendant is required B. holding that section 1101a43d requires that the money laundering involve more than 10000 not that 10000 or more was tainted C. recognizing that in the usual case no information or evidence comes to light more than one year after imposition of sentence D. holding that the unit of prosecution under 666a1a is 5000 or more from whatever source in any one year period in which the government or agency at issue receives more than 10000 in federal aid E. holding that deference to an agency interpretation is not appropriate where a statute is administered by more than one agency

assistant: The best answer is D. holding that the unit of prosecution under 666a1a is 5000 or more from whatever source in any one year period in which the government or agency at issue receives more than 10000 in federal aid
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 jurisdiction and would not be immune from liability for his action; on the other hand, if a judge of a criminal court should convict a defendant of a nonexistent crime, he would merely be acting in excess of his jurisdiction and would be immune. Stump, 435 U.S. at 357 n. 7, 98 S.Ct. at 1105 n. 7 (citing Bradley, 80 U.S. (13 Wall.) at 352, 20 L.Ed. 646). A clear absence of all jurisdiction means a clear lack of all subject matter jurisdiction. Bradley, 80 U.S. (13 Wall.) at 351-52. See also Rankin v. Howard, 633 F.2d 844, 848-49 (9th Cir.1980) (“a judge who acts in the clear and complete absence of personal jurisdiction loses his judicial immunity”), cert. denied, 451 U.S. 939, 101 S.Ct. 2020, 68 L.Ed.2d 326 (1981); O’Neil v. City of Lake Oswego, 642 F.2d 367, 369 (9th Cir.1981) (<HOLDING>). The bankruptcy judges clearly had subject Options: A. holding that personal jurisdiction is not required to make an outofstate parent a party to custody action where the state court has subject matter jurisdiction under the uniform child custody jurisdiction act B. holding that a judge who misinterpreted a statute and erroneously exercised jurisdiction did not act in the clear absence of all jurisdiction C. holding that a defendant that invokes the jurisdiction of a court as a plaintiff waives its personal jurisdiction defense in all actions related to the claim for which it invoked the courts jurisdiction D. holding that a judge who convicted defendant for contempt an act within the courts jurisdiction but without the affidavit required by statute to confer jurisdiction over the offense charged was still entitled to immunity his act was merely in excess of his jurisdiction E. holding that the clause at issue granted jurisdiction but not exclusive jurisdiction

assistant: The best answer is D. holding that a judge who convicted defendant for contempt an act within the courts jurisdiction but without the affidavit required by statute to confer jurisdiction over the offense charged was still entitled to immunity his act was merely in excess of his jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure shall not exceed $10,000,000, (ii) with respect to each Issuing Bank, (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by such Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed the Letter of Credit Commitment of such Issuing Bank, (iii) no Revolving Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment, and (iv) the Total Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment. The Borrower may, at any time and from time to time, increase or reduce the Letter of Credit Commitment of any Issuing Bank pursuant to the definition of Letter of Credit Commitment; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.

assistant: Amendments
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: employment is for an indefinite term and would otherwise be terminable at will.” 99 N.J. at 285-86, 491 A.2d 1257. In the companion case, Witkowski, supra, 136 N.J. 385, 643 A.2d 546, we revisited the standards for determining whether an employment manual constitutes a contract of employment. We noted: In sum, under Woolley, the basic test for determining whether a contract of employment can be implied turns on the reasonable expectations of employees. A number of factors bear on whether an employee may reasonably understand that an employment manual is intended to provide enforceable employment obligations, including the definiteness and comprehensiveness of the termination policy and the context of the manual’s preparation and distribution. [13 er. 81, 86, 555 A.2d 12 (App.Div.1989) (<HOLDING>). In fact, because approximately 1,500 of Options: A. holding social security administration claims manual is not binding agency rule B. holding employee manual binding based in part on its widespread distribution C. holding that arbitration award is binding on the parties D. holding enforceable employee manual that was distributed to all employees E. holding an employee manual did not create contract restricting the employmentatwill relationship

assistant: The best answer is B. holding employee manual binding based in part on its widespread distribution
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 term of the Executive’s employment under this Agreement will commence on the Effective Date, and end on the third anniversary of the Effective Date (the “Initial Term”), and thereafter shall continue from year to year for additional one-year terms (the “Additional Terms”), unless and until either party shall give notice of such party’s intent to terminate not less than 60 days prior to the end of the then-current Initial Term or Additional Term, which termination shall be effective at the expiration of said term, or until sooner terminated as hereinafter set forth.

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: (1980), appeal dismissed sub nom., Princeton Univ. v. Schmid, 455 U.S. 100, 102 S.Ct. 867, 70 L. Ed.2d 855 (1982). Yet, although it may afford greater free speech protection, plaintiff points to no language in the constitutional provision suggesting it is expansive enough to encompass a right to videotape public proceedings, much less expressly identifying one. Nor does plaintiff cite to any authoritative case law recognizing such a state constitutional right, and we are aware of none. Instead, plaintiff relies on the lower court’s decision in Maurice River Tp.; however, the public’s right to videotape school board meetings recognized in that opinion was based on the common law, not the First Amendment or state constitution. Maurice River Tp., supra, 187 N.J.Super. at 568, 455 A.2d 563 (<HOLDING>). Our decision on appeal also declined to find Options: A. recognizing common law right of access to judicial documents B. recognizing common law privileges C. holding that an opinion of a potential danger to others is not sufficient to support a commitment under this standard D. holding this right is bottomed upon common law commitment to paraphrasing woodrow wilson open government openly arrived at E. holding that federal government agencies have a common law right to interagency setoff

assistant: The best answer is D. holding this right is bottomed upon common law commitment to paraphrasing woodrow wilson open government openly arrived at
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 hereby agrees to indemnify you and hold you harmless (including advancement of reasonable attorney’s fees) to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses, and damages resulting from the your good faith performance of your duties and obligations with the Company and the Company’s affiliates. The Company shall cover you under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this letter agreement in the same amount and to the same extent as the Company covers its other officers and directors. These obligations shall survive the termination of your employment with the Company.

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 legal provision and list the applicable contract clause categories. Provision: The Company may require, prior to the payment of any amount hereunder, payment by the Participant of any federal, state, local or other taxes which may be required to be withheld or paid in connection therewith.

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 legal provision and list the applicable contract clause categories. Provision: During the Term and thereafter, the Company shall indemnify and hold you harmless, to the maximum extent permitted by the laws of Delaware, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative or investigative), against you that arises out of or relates to your service as an officer, director or employee, as the case may be, of the Company, or your service in any such capacity or similar capacity with any affiliate of the Company or other entity at the Company’s request and to promptly advance to you such expenses, including litigation costs and attorneys’ fees, upon written request with appropriate documentation of such expense upon receipt of an undertaking by you or on the your behalf to repay such amount if it shall ultimately be determined that you are not entitled to be indemnified by the Company under the law of Delaware. During the Term and thereafter, the Company also shall provide you with coverage under its current directors’ and officers’ liability policy to the same extent that it provides such coverage to its other executive officers.

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: very approach our court adopted in Pro-Snax, concluding that it departed from the statute by imposing a “heightened standard” and requiring evaluation “by hindsight.” In re Top Grade Sausage, Inc., 227 F.3d 123, 132 (3d Cir.2000) abrogated on other grounds by Lamie, 540 U.S. 526, 124 S.Ct. 1023. Finally, the Ninth Circuit held that § 330(a)(4)(A) superseded its past precedent, which had “requir[ed] that the services actually provide an ‘identifiable, tangible and material benefit to the [debt- or’s] estate.” ’ In re Smith, 317 F.3d 918, 926 (9th Cir.2002) (quoting In re Xebec, 147 B.R. 518, 523 (B.A.P. 9th Cir.1992)). In addition, the Seventh Circuit has applied a similar rule, without specifically relying on the post-1994 guidelines. See In re Taxman Clothing Co., 49 F.3d at 314-16 (<HOLDING>). While Pro-Snax purported to consider the Options: A. holding in part that the trial court abused its discretion in granting a temporary injunction in the absence of a showing that the plaintiff did not have an adequate remedy at law B. recognizing discretion of district court in determining a fee award C. holding that the bankruptcy court abused its discretion in granting a fee award to an attorney whose preference action did not have a reasonable likelihood of benefiting the estate D. holding that when an attorney fee award is made under a statute that does not define reasonable the award should be determined in light of all cetreumstances emphasis added E. recognizing court discretion in determining reasonable fee under rule 11

assistant: The best answer is C. holding that the bankruptcy court abused its discretion in granting a fee award to an attorney whose preference action did not have a reasonable likelihood of benefiting the estate
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 party hereto shall issue or disseminate to the public (by advertisement, including without limitation any “tombstone” advertisement, press release or otherwise), submit for publication or otherwise cause or seek to publish any information describing the credit or other financial accommodations made available by the Holders pursuant to this Agreement and the other Note Documents without the prior written consent of the Requisite Holders and the Issuer (such consent of the Issuer or Requisite Holders not to be unreasonably withheld, conditioned or delayed). Nothing in the foregoing shall be construed to prohibit any Note Party from making any submission or filing which it is required to make by applicable law (including securities laws, rules and regulations), stock exchange rules or pursuant to judicial process; provided , that (a) such filing or submission shall contain only such information as is reasonably necessary to comply with applicable law, rule or judicial process and (b) unless specifically prohibited by applicable law, rule or court order, the Issuer shall promptly notify the Agent of the requirement to make such submission or filing and provide Agent with a copy thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: try to read into this brief footnote more than is warranted. In light of the complexity and confusion in the law on this issue, it is hard to believe that this somewhat Delphic footnote will bear the weight which Defendants place on it. 71 . It is noteworthy that cases involving the FTC’s determinations of materiality are consistent with the Court's finding here, even though such cases are brought pursuant to the FTC Act rather than the RICO statute. As a general rule, deceptive advertising or claims permit an inference "that the deception will constitute a material factor in a purchaser’s decision to buy.” FTC v. Colgate-Palmolive Co., 380 U.S. 374, 391-92, 85 S.Ct. 1035, 13 L.Ed.2d 904 (1965); see also FTC v. Brown & Williamson Tobacco Corp., 778 F.2d 35, 40-43 (D.C.Cir.1985) (<HOLDING>); FTC v. Wilcox, 926 F.Supp. 1091, 1098 Options: A. holding that there must be a causal connection between an insureds advertising and an alleged injury to trigger coverage for an advertising injury B. holding that deceptive advertising touting defendants low tar cigarettes created an inherent tendency to deceive consumers and was material C. holding that a plaintiff in a lanham act trademark violation action must demonstrate that the defendants violation tended to deceive consumers D. holding that federal law did not preempt commonlaw fraud claim against cigarette manufacturer based on advertising of light cigarettes E. holding under new york law the issue of whether plaintiffs and class members would have purchased the product had they known an allegedly deceptive advertising claim was false can be established with common proof

assistant: The best answer is B. holding that deceptive advertising touting defendants low tar cigarettes created an inherent tendency to deceive consumers and was material
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, together with that certain Separation Agreement, by and among EFH, OpCo and TEX Energy LLC, a Delaware limited liability company, dated as of the date hereof (the “ Separation Agreement ”), constitutes the whole and entire agreement between the parties hereto and supersedes any prior agreement, undertaking, declaration, commitment or representation, verbal or oral, with respect to the subject matter hereof.

assistant: Entire Agreements