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: Notwithstanding any provision of this Plan to the contrary that would otherwise limit a Distributee’s election under this Section 9.13, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution of two hundred dollars ($200) or more transferred to an Eligible Retirement Plan or to an individual retirement plan described in Code § 408A (a “Roth IRA”) specified by the Distributee in a Direct Rollover. Additionally, the Roth Contribution Account shall be treated as a separate plan for purposes of determining whether a Participant has an Account balance greater than $200 under this Section 9.13.

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 case excerpt and choose the best holding from the options. Case excerpt: meaning of the Fourth Amendment. The majority concluded that the agency had conducted a search, and because the intrusion occurred in the absence of a valid warrant, it was a violation of Fourth Amendment prohibitions against unreasonable searches and seizures. In his concurrence, Justice Alito proposed that, as opposed to short-term monitoring, long-term GPS monitoring and cataloguing of a vehicle’s every movement impinged upon society’s expectation of privacy. Id. at _, 181 L. Ed. 2d at 934 (Alito, J., concurrence). We note that as to the application of the Fourth Amendment in the context of SBM, our Court has declared United States v. Jones to be inapposite. See State v. Jones, _ N.C. App. _, _, 750 S.E.2d 883, 886 (2013) (citing State v. Martin, _ N.C. App. _, 735 S.E.2d 238 (2012) (<HOLDING>)). We also note that in United States v. Jones, Options: A. holding that the fourth amendment proscription against unreasonable searches and seizures was applicable to the states under the fourteenth amendment so that evidence seized in violation of the constitution could no longer be used in state courts B. holding that the fourth amendment right implicated in a malicious prosecution action is the right to be free of unreasonable seizure of the person C. holding sbm is not a violation of the defendants fourth amendment right to be free from unreasonable searches and seizures D. holding parolees right to be free from unreasonable searches and seizures was unaffected by his signing of the consent to search provision E. holding that forfeiture statute is subject to the fourth amendments prohibitions against unreasonable searches and seizures

assistant: The best answer is C. holding sbm is not a violation of the defendants fourth amendment right to be free from unreasonable searches and seizures
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 Person has acted directly or indirectly as a broker, finder or financial advisor for the Sellers in connection with the negotiations relating to the transactions contemplated by this Agreement for which the Purchaser, Naos or the Company will become obligated to pay a fee or commission.

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: In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event that affects the shares of Common Stock (including a Change in Control); or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants (any event in (i) or (ii), an “ Adjustment Event ”), the Committee shall, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan; and (C) the terms of any outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures; provided , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.

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 case excerpt and choose the best holding from the options. Case excerpt: and sureties. Respondents contend that section 38-26-105 only applies to amounts directly payable to the laborer, and since the moneys involved here were to be paid to trust funds, this statutory provision is not applicable. We disagree. The trust funds in these cases, created specifically for the purpose of receiving payments of this type, comply with federal requirements, which preclude payment directly to the employee or to the labor union. 29 U.S.C. § 186(c) (1976). Nevertheless, benefits such as these are “payments . . . lawfully due” under the collective bargaining agreements involved here. The legislature has made no such distinction regarding to whom the payments are made, and we find no reason to establish one here. Cf. Hartman v. Freedman, Colo., 591 P.2d 1318 (1979) (<HOLDING>). The Supreme Court of the United States, in Options: A. holding that vacation pay is shortterm compensation because an employee must work six months before getting any vacation vacation pay was computed on the basis of the employees weekly earnings and if an employee was laid off he received vacation pay on a pro rata basis B. holding under indiana law that profits are not wages and neither is a fraction of profits wages and so a bonus that is based on the performance of a plant rather than on the time or determinable output of the employee is not wages either C. holding that vacation pay not yet paid to the employee was wages or compensation as defined by section 841049 crs1973 D. holding that depriving an employee of vacation days to which he was entitled would constitute adverse action E. holding that the definition of average weekly wages and the range of alternatives set forth in the five methods of computing such wages as specified in the first two paragraphs of ncgs 9725 do not allow the inclusion of wages or income earned in employment or work other than that in which the employee was injured

assistant: The best answer is C. holding that vacation pay not yet paid to the employee was wages or compensation as defined by section 841049 crs1973
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Closing of the purchase and sale of the Shares and Warrants shall take place at the offices of Goodwin Procter LLP, Three Embarcadero Center, 28 th Floor, San Francisco, California 94117 on the applicable Closing Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ”). The Commission is a Creature of the Compact, Possessing Reasonable and Carefully Delegated Enforcement Powers But what about a Compact Clause entity? Is it appropriate that such an entity has the power to sue a recalcitrant signatory state in “any forum” and in “any court of law” using “any proceeding” it chooses? The courts have given us some insight into that question, and the cases suggest, at least indirectly, that Compact Clause creations appropriately possess the power to sue a signatory state in whatever venue Congress gives as an option in the Compact. Entities like the Commission enjoy “a significantly different position in our federal system than do the States themselves.” Hess v. Port Authority Trans-Hudson Corp., 513 U.S. 30, 40, 115 S.Ct. 394, 130 L.Ed.2d 245 (1994) (<HOLDING>). As a matter of fact, “Compact Clause entities Options: A. holding that the eleventh amendment did not apply to a compact clause entity B. holding that congress could abrogate the eleventh amendment pursuant to the commerce clause C. holding that state did not waive eleventh amendment immunity by removing case to federal court D. holding that the supreme court of pennsylvania is a state entity for purposes of the eleventh amendment E. holding that the eleventh amendment applies in 1981 litigation

assistant: The best answer is A. holding that the eleventh amendment did not apply to a compact clause entity
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 an Executive violates or threatens to violate any provisions of Sections C.6 or C.7 of the Plan, the Employer or its successors in interest shall be entitled, in addition to any other remedies that they may have, including money damages, to an injunction to be issued by a court of competent jurisdiction restraining the Executive from committing or continuing any violation of Sections C.6 or C.7. In the event that the Executive is found to have breached any provision set forth in Section C.6 or C.7 of the Plan, the time period provided for in that provision shall be deemed tolled ( i.e. , it will not begin to run) for so long as the Executive was in violation of that provision.

assistant: Remedies
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: wrong” but she was correct. In Civil Action No. l:03-CV-023-C, Plaintiff complained that “Nurse Janet” had denied him medical tre or Union, Inc., 433 U.S. 119, 138, 97 S.Ct. 2532, 53 L.Ed.2d 629 (1977) (Burger, C.J., concurring) (applauding the institution of grievance procedures by prisons but not suggesting that such procedures are constitutionally required); Antonelli v. Sheahan, 81 F.3d 1422, 1430 (7th Cir.1996) (“[A] state’s inmate grievance procedures do not give rise to a liberty interest protected by the Due Process Clause.”); Adams v. Rice, 40 F.3d 72, 75 (4th Cir.1994) (“[T]he Constitution creates no entitlement to grievance procedures or access to any such procedure voluntarily established by a state.”); Buckley v. Barlow, 997 F.2d 494, 495 (8th Cir.1993) (quotation omitted) (<HOLDING>); Mann v. Adams, 855 F.2d 639, 640 (9th Options: A. holding that the first amendment does not by itself give rise to a cause of action for damages B. holding that state statutes which merely establish procedures and do not mandate any particular substantive result do not give rise to a statecreated liberty interest C. holding that a jail inmate does not have a constitutional entitlement to an adequate grievance procedure and the ineffectiveness or even absence of a grievance procedure does not give rise to a constitutional claim D. holding that a prison grievance procedure is not a substantive right and does not give rise to a protected liberty interest requiring the procedural protections envisioned by the fourteenth amendment E. holding that inmates have no constitutionallyprotected liberty interest in access to grievance procedure

assistant: The best answer is D. holding that a prison grievance procedure is not a substantive right and does not give rise to a protected liberty interest requiring the procedural protections envisioned by the fourteenth amendment
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 “financial institution” and a “financial participant.” JPMC unquestionably fits the Bankruptcy Code’s definition of “financial institution.” See 11 U.S.C. § 101(22) (defining “financial institution” to include a “commercial bank”). JPMC also is a “financial participant” because it is a party to outstanding safe harbor contracts totaling at least $1 billion in gross notional or principal dollar amount. See 11 U.S.C. § 101(22A) (defining “financial participant”). That JPMC fits the applicable definitions for safe harbor protection is not in dispute, and the Amended Complaint concedes this point. See First Am. Compl. ¶ 10 (identifying JPMC as a “financial institution”); ¶ 76 (identifying JPMC as a “national banking association chartered under the laws of the United States”); ¶¶ 66-67 (<HOLDING>). B. The Clearance Agreement, the August Options: A. holding that a successor corporation had a duty to arbitrate the extent of its obligations under its predecessors cba because there was substantial continuity in the business enterprise B. recognizing that although walt disney world wdw was a corporate entity separate from disney companys other subsidiaries sufficient promotion of wdws business by the other subsidiaries could support jurisdiction and remanding for a hearing on the extent to which the subsidiaries furthered wdws enterprises C. recognizing the extent of jpmcs derivatives obligations to lbhi and its subsidiaries D. recognizing that the extent of the protection accorded a privacy right at common law rested in part on the degree of dissemination of the allegedly private fact and the extent to which the passage of time rendered it private E. holding outside of the context of title vii or the adea that section 24 fifth preempts state law to the extent but only to the extent that it conflicts

assistant: The best answer is C. recognizing the extent of jpmcs derivatives obligations to lbhi and its subsidiaries
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: Tenant represents and warrants that it is duly formed and in good standing, and has full corporate or partnership power and authority, as the case may be, to enter into this Lease and has taken all corporate or partnership action, as the case may be, necessary to carry out the transaction contemplated herein, so that when executed, this Lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord authorizing the execution of this Lease at the time of such execution.

assistant: Authority
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: that he must now unlearn before he can advance. Consistent with Congress’s stated aim of “ensur[ing] that the rights of children with disabilities and parents of such children are protected,” see 20 U.S.C. § 1400(d)(1)(B), we therefore join our sister circuits and hold that compensatory education awards fit comfortably within the “broad discretion” of courts fashioning and enforcing IDEA remedies, see Carter, 510 U.S. at 15-16, 114 S.Ct. 361. That said, we part company with the Reids regarding how such awards are calculated. They urge us to adopt a presumption that each hour without FAPE entitles the student to one hour of compensatory instruction, a standard apparently embraced by several courts. See, e.g., M.C. v. Cent. Reg’l Sch. Dist., 81 F.3d 389, 391-92, 396-97 (3d Cir.1996) (<HOLDING>); Westendorp, 35 F.Supp.2d at 1137 (holding Options: A. holding that when a school district knows or should know that a disabled childs educational program is deficient yet fails to correct the problem the child is entitled to compensatory education for a period equal to the period of deprivation but excluding the time reasonably required for the school district to rectify the problem B. holding that a school district was not required to make dramatic changes to its program in order for a child to attend his neighborhood school C. holding that the limitations period for 1983 actions arising in ohio is the twoyear period found in ohio rev code 230510 and that the limitations period starts to run when the plaintiff knows or has reason to know of the injury which is the basis of his action D. holding that a school district was not required to move a nurse to a students neighborhood school to comply with the idea E. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver

assistant: The best answer is A. holding that when a school district knows or should know that a disabled childs educational program is deficient yet fails to correct the problem the child is entitled to compensatory education for a period equal to the period of deprivation but excluding the time reasonably required for the school district to rectify the problem
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 set forth in this Agreement, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers provided however, that the Company shall bear all of the costs and expenses of the registration of the Common Shares pursuant to Section 4(g), below. The Company shall be responsible for the payment of any transfer agent fees and Depository Trust Company (“ DTC ”) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.

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 case excerpt and choose the best holding from the options. Case excerpt: that such housing is necessary to provide important housing opportunities for older persons; and (ii) that at least 80 percent of the units are occupied by at least one person 55 years of age or older per unit; and (iii) the publication of, and adherence to, policies and procedures which demonstrate an intent by the owner or manager to provide housing for persons 55 years of age or older. Id. Focusing on the language in subpart (iii) that eligibility for the senior exemption requires that the owner or manager intend to provide senior housing, several district court cases held that a city could not interfere with a private housing entity’s decision whether to meet the senior exemption. Mobile Home Vill. Inc. v. Twp. of Jackson, 3 Fair Hous.-Fair Lending (P-H) ¶ 16,018 (D.N.J.1995) (<HOLDING>); Cedar Hills Developers, Inc. v. Twp. of Options: A. holding seniorhousing zoning ordinance invalid as applied B. holding that the city was not estopped from enforcing a zoning ordinance when a zoning department employee mistakenly stamped the plaintiffs application for a license to operate a laundromat to indicate compliance with the ordinance C. holding that allegations that the city arbitrarily applied a zoning ordinance were insufficient to state a substantive due process claim and stating in dicta that the decision would be the same even if the city had knowingly enforced the invalid zoning ordinance in bad faith a badfaith violation of state law remains only a violation of state law D. holding that religious corporation which owned property had standing to challenge zoning ordinance E. holding that a county ordinance conflicted with state laws and was invalid as applied to all citizens

assistant: The best answer is A. holding seniorhousing zoning ordinance invalid as applied
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: Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of January 16, 2019, by and among the Issuer, the Seller, the Servicer and The Bank of New York Mellon, as Trust Collateral Agent.

assistant: Definitions
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 Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to allow the' unpaid balance to carry forward and accrue interest, the loans satisfy the carry-forward characteristic. The loans also do not provide a fixed amount of debt at the time they are approved. It is true that the loans indicate a maximum borrowable amount, but the borrower can draw on the loans only as necessary to cover any unpaid tuition balance after other sources of funding have been exhausted. The amount disbursed therefore might not reach the stated maximum. When the school issues the loan, it is unknown whether the student will use all, some, or none of the available credit. See Peterson, 584 N.W.2d at 663 (finding no fixed debt when attorney did not agree to provide representation for a specific fee and instead charged an hourly rate); cf. Brozek, 535 N.W.2d at 398 (<HOLDING>). The state maintains that the loans cannot Options: A. holding that a construction contract was not an openend credit plan because it had a specific price set out in its original form which was only amended once B. holding wife who was not the original signor could include property in plan because it was community property C. holding original tortfeasor had no right to indemnification because it was not an innocent party D. holding contract for sale of water which did not specify price was unenforceable because price of water was essence of contract E. holding that discriminatory act occurred when employer amended its plan in response to pda but did not amend service credit for pension purposes

assistant: The best answer is A. holding that a construction contract was not an openend credit plan because it had a specific price set out in its original form which was only amended once
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: 50, 400 S.E.2d 349, 351 (1990). None of the statutes cited by defendants purport to create a private cause of action. Plaintiffs motion to dismiss defendants’ claims based on various Georgia criminal statutes is therefore GRANTED. 2. Common Law Conversion Defendants also assert a claim for common law conversion. (Defs.’ Counterclaims [5] at ¶¶ 154-156.) This claim is based on plaintiffs failure to pay proceeds pursuant to the terms of Grongie’s life insurance policies. (Id.) Georgia law is clear that a claim for conversion “does not lie on account of a mere failure to pay money due under a contract.” Morris v. Nat’l W. Life Ins. Co., 208 Ga.App. 443, 444, 430 S.E.2d 813, 815 (1993). See also, Faircloth v. A.L. Williams & Assoc., Inc., 206 Ga.App. 764, 768, 426 S.E.2d 601, 605 (1992) (<HOLDING>) and Unified Serv., Inc. v. Home Ins. Co., 218 Options: A. holding that effect of discharge of debt under bankruptcy code is the same as it was under the 1898 bankruptcy act it is not an extinguishment of the debt but only a bar to enforcement of the debt as a personal obligation of the debt or B. holding that plaintiffs unjust enrichment claim was predicated on tort and that it was therefore subject to the statute of limitations for tort actions C. holding that a lawsuit for failure to pay on an insurance contract does not sound in tort D. holding that a claim for violation of the fair debt collection practices act is not a personal injury tort claim E. holding that contract debt was not subject to an act in tort for conversion

assistant: The best answer is E. holding that contract debt was not subject to an act in tort for conversion
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: either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the services , or intellectual property infringement ( for example , trademark , trade secret , copyright , or patent rights ) without first engaging in arbitration or the informal dispute-resolution process described above .

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: A holder of Series B Preferred Stock may waive, in whole or in part, any or all rights of that holder under this Section 8 of the Certificate of Designation. The holders of a majority of the outstanding shares of Series B Preferred Stock may by written consent or affirmative vote, waive, in whole or in part, any or all rights under Sections 8 of this Certificate of Designation, and any such waiver shall be effective as to all shares of Series B Preferred Stock then outstanding. Notice of any such waiver shall be given promptly to any such holders who did not join in the waiver.

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 case excerpt and choose the best holding from the options. Case excerpt: I. Plaintiff first contends that the trial court’s denial as a matter of law of an award of monetary damages for delay in compliance in an action for a writ of mandamus was in error. We disagree. The issue of whether damages may be awarded to a successful plaintiff in an action for mandamus is one of first impression before this Court and we therefore carefully review the development of this extraordinary remedy in reaching this conclusion. The writ of mandamus originated as a common law action. See Tucker v. Justices of Iredell, 46 N.C. 451, 459 (1854). At common law, the petitioner was not permitted to deny facts alleged in the return to a writ of mandamus, and if the return was sufficient in law, the matter was resolved without further proceedings. See Tucker, 46 N.C. at 459 (<HOLDING>). As the aggrieved party could not contradict Options: A. recognizing that the issuance of a writ of mandamus is itself generally a matter of discretion B. holding a writ of mandamus could not be traversed and if the matters set forth were sufficient in law the defendant has judgment to go without day C. holding that common pleas erred in setting aside the writ of execution on the basis that the union erroneously filed a writ of execution instead of filing a writ of mandamus D. recognizing petitioner for writ of mandamus must demonstrate clear legal right to the act sought to be compelled and no other plain speedy and adequate remedy in the ordinary cause of law and stating mandamus may not be issued to compel an officials discretionary acts E. holding that to grant a writ of mandamus a court in the exercise of its discretion must be satisfied that the writ is appropriate under the circumstances

assistant: The best answer is B. holding a writ of mandamus could not be traversed and if the matters set forth were sufficient in law the defendant has judgment to go without day
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: There is no action, proceeding or investigation pending with respect to which either Seller or Guarantor has received service of process or, to the best of Seller’s or Guarantor’s knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Transaction, Transaction Request and Confirmation or any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, any Transaction Request and Confirmation or any Program Agreement, (C) makes a claim individually or in an aggregate amount greater than (i) with respect to Seller, $500,000, and (ii) with respect to Guarantor, $15,000,000, (D) which requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Mortgage Loans or the performance by it of its obligations under, or the validity or enforceability of, this Agreement, any Transaction Request and Confirmation or any Program Agreement.

assistant: Litigations
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 Seller has filed or caused to be filed all tax returns and reports (Federal, state or local) required by Law to be filed by it and has paid or caused to be paid or made adequate provision for all taxes and governmental charges due and owing and all assessments received by it except to the extent that any failure to file or nonpayment (i) is being contested in good faith or (ii) could not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, board member, agent or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord; provided , that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the negligence or willful misconduct of Landlord, its agents or employees in the operation or maintenance of the Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants, occupants or persons in, upon or about the Building, or caused by operations in construction of any private, public or quasi-public work, or (iii) even if due to negligence or willful misconduct, consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.

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: viewed in light of the evidence as a whole, would be sufficient to establish by clear and convincing evidence that no reasonable fact finder would have found the movant guilty of the offense, or (2) a new rule of constitutional law, made retroactive to cases on collateral review by the Supreme Court, that was previously unavailable. 28 U.S.C. § 2255 ¶ 8. However, “[t]he AEDPA does not define ‘second or successive motion’ in [section 2255] or ‘second or successive habeas corpus application’ in [section 2254].” Galtieri v. United States, 128 F.3d 33, 37 (2d Cir.1997). In our efforts to define the meaning and scope of these terms, we have recognized instances in which a subsequent § 2255 motion or § 2254 petition was not properly considered “second or successive.” See, e.g., id. at 37-38 (<HOLDING>); Chambers v. United States, 106 F.3d 472, 474 Options: A. holding that where a defendants first motion was both filed and denied while his conviction was on appeal his second motion is not procedurally barred B. holding that a second motion to reconsider served within ten days of the denial of the first motion does not extend the time period for filing a notice of appeal from the underlying judgment C. holding premagwood that where a first 2255 motion was granted so movant could file a direct appeal the second 2255 motion was not a successive motion under aedpa D. holding that when a first 2255 motion succeeds in obtaining a sentence amendment a subsequent motion will be considered a first motion to the extent that it challenges a new or amended component of the sentence and a second motion to the extent that it challenges either a component of the original unamended sentence or the underlying conviction E. holding that defendant cannot successfully challenge legal sentence or attack underlying conviction through motion for sentence reconsideration

assistant: The best answer is D. holding that when a first 2255 motion succeeds in obtaining a sentence amendment a subsequent motion will be considered a first motion to the extent that it challenges a new or amended component of the sentence and a second motion to the extent that it challenges either a component of the original unamended sentence or the underlying conviction
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: Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture of Awards in the event of termination of employment by the Participant, or termination of the Participant’s service relationship with the Company, and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan; provided, however , that the Committee shall not have any discretion to accelerate, waive or modify any term or condition of an Award that is intended to qualify as “performance-based compensation” for purposes of section 162(m) of the Code if such discretion would cause the Award to not so qualify or to accelerate the terms of payment of any Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules if such acceleration would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules.

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 case excerpt and choose the best holding from the options. Case excerpt: a substantive cause of action through which Ms. Hillman could collect Mr. Hillman’s FEGLI proceeds. Second, as noted above, FEGLIA does not contain any anti-alienation or similar provision that precludes the imposition of a constructive trust upon FEGLI proceeds. Third, if Ms. Hillman were to be able to reach the FEGLI proceeds, her actions would not be in direct contravention of any “plain and precise” requirement or “clear prohibition” expressly provided for in FEGLIA. The Court thus finds that the Supreme Court of Virginia’s rationale in Dugan does not govern this case either. 3. FEGLIA Preemption of Foreign State Equitable Remedies While there is no binding authority with respect to FEGLIA preemption of Virginia law, there are a number of foreign state a 575, 579-80 (7th Cir. 1992) (<HOLDING>); Metropolitan Life Ins. Co. v. Options: A. holding that the asserted right of the insureds child based on his agreement with his mother during their divorce to name the child as his fegli beneficiary was preempted by feglia B. holding debtor could not discharge that portion of his monthly army retirement benefits awarded to his wife pursuant to a divorce decree C. holding that the trial judge had the power to incorporate a settlement agreement in a decree following the entry of a decree of divorce D. recognizing that a divorce decree which obligated the divorcing husband to name the children of his first marriage as the irrevocable beneficiaries of an insurance policy precluded him from naming his new wife as a beneficiary entitled to a portion of the insurance benefits E. holding that feglia preempted a divorce decree that ordered the insured to designate his children as beneficiaries on his fegli policy

assistant: The best answer is E. holding that feglia preempted a divorce decree that ordered the insured to designate his children as beneficiaries on his fegli policy
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 respite in which he will have the opportunity to make plans for reorganization and remains in effect until the bankruptcy proceedings are concluded or until the property at issue is no longer in the bankruptcy estate. See id. at 805. When a party who has not sought relief from the bankruptcy stay attempts to commence or continue a lawsuit against the debtor, the action taken is void. See Howell v. Thompson, 839 S.W.2d 92, 92 (Tex.1992); Continental Casing Corp. v. Samedan Oil Corp., 751 S.W.2d 499, 501 (Tex.1988) (per curiam) (citing Kalb v. Feuerstein, 308 U.S. 433, 439, 60 S.Ct. 343, 84 L.Ed. 370 (1940)). Generally, the automatic stay does not extend to protect non-debtor parties. See Paine, 956 S.W.2d at 807; Beutel v. Dallas County Flood Control aco 1986, writ ref'd n.r.e.) (<HOLDING>); see also Independent Union of Flight Options: A. holding that debtor did not prove that defendant creditors violated automatic stay under 11 usc 362a with respect to their actions in a state court lawsuit because the creditors actions involved a counterclaim that debtor asserted and were in response to that counterclaim B. holding nonsuit does not violate bankruptcy stay because it is a termination of the case against the debtor C. holding nonsuit does not frustrate purpose of bankruptcy stay which is to protect the debtor against further actions and to ensure equal treatment of creditors D. recognizing inherent power of bankruptcy courts to equitably surcharge a debtors exemption to protect integrity of the bankruptcy process and to ensure that debtor does not exempt amount greater than allowed under bankruptcy code E. holding that the protections of the automatic stay apply only to actions against the debtor

assistant: The best answer is C. holding nonsuit does not frustrate purpose of bankruptcy stay which is to protect the debtor against further actions and to ensure equal treatment of creditors
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 specifically acknowledges and agrees that in the event of a breach or threatened breach by the Borrower of any provision of this Section , the Lender will be irreparably damaged and that damages at law would be an inadequate remedy if this Agreement were not specifically enforced. Therefore, in the event of a breach or threatened breach of any provision of this Section by the Borrower, the Lender shall be entitled to obtain, in addition to all other rights or remedies Lender may have, at law or in equity, an injunction restraining such breach, without being required to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions of this Section 2.2(f) .

assistant: Specific Performance
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 unlawful discrimination with the MCAD with in six months of the discriminatory action. See Mass. Gen. Laws ch. 151B, §§ 5-9; Desando v. Lucent Technologies, 193 F.Supp.2d 358 (D.Mass.2002). The purpose of this statutory filing requirement is two-fold: to provide the employer with prompt notice of the claim and to create an opportunity for the agency to conciliate the claim. See Fant v. New England Power Serv. Co., 239 F.3d 8, 11 (1st Cir.2001). However, a plaintiffs civil complaint need not be an exact replica of her administrative charge to meet the Chapter 151B filing requirement. See Powers v. Grinnell Corp., 915 F.2d 34, 38 (1st Cir.1990) (“An administrative charge is not a blueprint for the litigation to follow.”); Lattimore v. Polaroid Corp., 99 F.3d 456, 464 (1st Cir.1996) (<HOLDING>). Instead, a claim that was not raised in an Options: A. holding that a plaintiff is not required to state the statutory or constitutional basis for his claim only the facts underlying it B. holding that use of phrase shady practitioner to describe lawyer was nonactionable opinion where the article set forth the facts upon which the opinion was based C. holding that rule 12b1 insubstantiality dismissal is appropriate if based on the judges disbelief of a complaints factual allegations whereas a rule 12b6 dismissal is appropriate where while operating under the assumption that all or a set of facts in the complaint are true without regard to whether it is based on an outlandish legal theory or on a close but ultimately unavailing one it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations D. holding that an employee is not required to comprehensively set forth with literary exactitude all of the facts and theories upon which his or her claim is based E. recognizing a distinction between pure opinion which does not imply that it is based upon undisclosed facts and mixed opinion which implies that it is based upon facts which justify the opinion but are unknown to those reading or hearing it

assistant: The best answer is D. holding that an employee is not required to comprehensively set forth with literary exactitude all of the facts and theories upon which his or her claim is based
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 the Lenders will have received (i) the audited consolidated balance sheets and related statements of income and cash flows of each of the Borrower and the Acquired Business for the Fiscal Years ending December 31, 2015 and December 31, 2016 (which the Administrative Agent acknowledges have been received); (ii) the unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and, to the extent received by the Borrower pursuant to the terms of the Acquisition Agreement, the Acquired Business, for each completed Fiscal Quarter of the Borrower or the Acquired Business, as applicable, ended after December 31, 2016 and ended at least 45 days prior to the Closing Date; and (iii) a pro forma consolidated balance sheet for the Borrower and its Subsidiaries (including the Acquired Business) as of the last day of the most recent period covered by the financial statements of the Acquired Business that have been delivered to the Borrower pursuant to the preceding clause (ii) and a pro forma consolidated statement of comprehensive income (loss) for the Borrower for the twelve-month period ended as of the last day of the most recent period covered by the financial statements of the Borrower that have been delivered pursuant to the preceding clause (ii); provided that the financial statements of the Borrower shall have been prepared in accordance with GAAP and the financial statements of the Acquired Business under clauses (ii) (with respect to the Fiscal Quarter ending September 30, 2017 and Fiscal Year to date) and (iii) shall have been reconciled to GAAP.

assistant: Financial Statements