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: No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan.

assistant: Erisa
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: Borrower shall at all times maintain its existence as a limited liability company and preserve and keep in full force and effect its rights and franchises unless the failure to maintain such rights and franchises does not have a Material Adverse Effect on Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If Employee’s employment is terminated for any reason under this Agreement, Employee will, immediately upon Employee’s termination of employment, be deemed to have resigned from (a) if a member, the Board as well as the board of directors of any GLDD Entity (as defined below) or any other board to which she has been appointed or nominated by or on behalf of the Company, (b) any position with the Company or any GLDD Entity, including, but not limited to, as an officer of the Company or any GLDD Entity, and (c) any fiduciary positions with respect to the Company’s benefit plans. In addition, and as a condition to receiving the Severance Pay described in Section 3.3 or the Change in Control Payment described in Section 3.4, Employee shall take any and all necessary steps to effectuate her resignation from such positions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (applying Tennessee law); see also Kerr v. Coming Glass Works, 284 Minn. 115, 169 N.W.2d 587, 589 (1969). Most other courts, however, have set a lower bar. For example in Mondido v. Cory Corp., 483 F.Supp. 26 (E.D.N.Y. 1979), the plaintiff was injured when the glass carafe from her coffee pot broke. The carafe itself was manufactured by Corning, but it was converted into a coffee decanter and sold by Cory, a separate company. Id. at 27. After both companies were found liable, Corning moved for judgment notwithstanding the verdict arguing that the plaintiff failed to produce evidence sufficient to support the jury’s determination that the carafe was defective when it left Coming’s plant. Id. The court rejected the motion, noting the plaintiffs evidence that Cory converted the 1967) (<HOLDING>); Escola v. Coca Cola Bottling Co. of Fresno, Options: A. holding that the trial court properly failed to instruct the jury on voluntary intoxication and manslaughter where there was no evidence that the appellant was intoxicated at the time of the offense although there was evidence that the appellant had been drinking beer on the day of the offense where there was no evidence concerning the quantity of beer he had consumed B. holding that plaintiff had successfully traced the defective condition to the manufacturer where there was no evidence of tampering by the retailer C. holding that manufacturer had no duty to warn its purchasers retailer and transporter of gas of dangers where those purchasers had operated a gas business for years were familiar with the trade journals and already knew the dangers D. holding that there was a triable issue of fact whether a defendant who applied a sprayon fireproofing material was an agent for the manufacturer of the material and thus whether plaintiff is in privity with the manufacturer E. holding a manufacturer strictly liable in tort for injury to plaintiff caused by defective power tool

assistant: The best answer is B. holding that plaintiff had successfully traced the defective condition to the manufacturer where there was no evidence of tampering by the retailer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in cases involving challenge to multicomponent, subjective criteria hiring system is improper because it unjustly burdens employers); Watson v. Fort Worth Bank & Trust, 798 F.2d 791 (5th Cir.1986) (same), cert. granted, — U.S. —, 107 S.Ct. 3227, 97 L.Ed.2d 734 (1987), argued Jan. 20, 1988, 56 U.S.L.W. 3513 (U.S. Feb. 2, 1988) and E.E.O.C. v. Federal Reserve Bank, 698 F.2d 633, 639 (4th Cir.1983) (challenge that is not directed to “ ‘specific procedure ... [that] has a discriminatory impact on blacks’ ... does not fit within the model disparate impact claim”) (quoting Pouncey, 668 F.2d at 800), rev’d on other grounds sub nom. Cooper v. Federal Reserve Bank, 467 U.S. 867,104 S.Ct. 2794, 81 L.Ed.2d 718 (1984) with Atonio v. Wards Cove Parking Co., 810 F.2d 1477 (9th Cir.1987) (en banc) (<HOLDING>) petition for cert. filed, 56 U.S.L.W. 3670 Options: A. holding that there is no disparate impact claim under the adea B. holding that general employment practices are relevant to eeoc investigation of individual disparate treatment claim C. holding that a plaintiff must demonstrate that it is the application of a specific or particular employment practice that has created the disparate impact under attack D. holding that disparate impact analysis may be applied to subjective employment practices in employment discrimination actions E. holding that in title vii disparate impact case an employer may rebut prima facie case of disparate impact by demonstrating that the employment policy at issue is related to the employees job performance and justified by business necessity

assistant: The best answer is D. holding that disparate impact analysis may be applied to subjective employment practices in employment discrimination actions
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 expressly provided in this Agreement and subject to Section 10.12 hereof, this Agreement, the Employee Matters Agreement, and the Separation and Distribution Agreement constitute the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The initial term of this Contract (the “ Original Term ”) shall be from the Effective Date through and including December 31, 2019, and shall continue in succession thereafter for one or more Extensions, each a period of twelve (12)-months, beginning each successive January 1, unless the Companies or Seller give written notice of termination at least one hundred twenty (120) days before the beginning of any Extension.

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 legal provision and list the applicable contract clause categories. Provision: If any provision of this Employment Letter shall be held invalid and unenforceable, the remainder of this Employment Letter shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances. This Employment Letter shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company, and the heirs and personal representatives of the Employee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement shall be modified or amended except by an instrument in writing duly executed by the parties hereto. No custom, act, payment, favor or indulgence shall grant any additional right to the Executive or be deemed a waiver by the Company of any of the Executive’s obligations hereunder or release the Executive therefrom or impose any additional obligation upon the Company. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision.

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 legal provision and list the applicable contract clause categories. Provision: Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company, shall be subject to arbitration in accordance with the arbitration provisions of the Confidential Information Agreement.

assistant: Arbitration
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: scope of that license. See Shaver, 74 F.3d at 774-76 & n. 8; Gracen v. Bradford Exch., 698 F.2d 300, 303-04 (7th Cir.1983). If one receives a license to reproduce and sell five copies, then he may reproduce and sell five copies, but no more. See, e.g., Pinkham v. Sara Lee Corp., 983 F.2d 824, 831-33 (8th Cir.1992) (finding that promoter was authorized to reprodu f its use exceeds the scope of its license.’ ” Shaver, 74 F.3d at 775 n. 8 (quoting S.O.S., 886 F.2d at 1087); see also S.O.S., 886 F.2d at 1087-88 (“The critical question is not the existence but the scope of the license.”); Gilliam v. Am. Broad. Cos., Inc., 538 F.2d 14, 20-21 (2d Cir.1976) (noting that “[o]ne who obtains permission to use a copyrighted” work “may not exceed the specific purpo . 311, 314-19 (Bankr.D.Del.2001) (<HOLDING>); In re Patient Educ. Media, Inc., 210 B.R. Options: A. holding that a plaintiff who has not sustained any damage as the result of a transfer of property cannot seek to set that transfer aside as fraudulent B. holding that nonexclusive licensees cannot transfer their licenses without prior authorization from copyright owner but that exclusive licensees can transfer licenses without authorization C. holding transfer restriction granted right of first refusal in event of voluntary or involuntary transfer of stock D. holding that transfer was proper remedy for improper venue even though the issue of transfer was not raised until the motion hearing in circuit court E. holding that transfer was not discipline because transfer neither altered salary nor fringe benefits

assistant: The best answer is B. holding that nonexclusive licensees cannot transfer their licenses without prior authorization from copyright owner but that exclusive licensees can transfer licenses without authorization
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, the Borrower has no Subsidiaries.

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56; Kaucher v. Cty. of Bucks, 455 F.3d 418, 422-23 (3d Cir. 2006). Excessive Force Claim In response to Martin’s excessive force claim, Davis raised the affirmative defense of failure to exhaust. See Brown v. Croak, 312 F.3d 109, 111 (3d Cir. 2002) (“Failure to exhaust administrative remedies is an affirmative defense that must be pled and proven by the defendant.”). The Prison Litigation Reform Act (PLRA) requires a prisoner to exhaust all administrative remedies available within a prison’s grievance system prior to filing a § 1983 action concerning prison conditions. See 42 U.S.C. § 1997e(a); see also Porter v. Nussle, 534 U.S. 516, 532, 122 S.Ct. 983, 152 L.Ed.2d 12 (2002) (<HOLDING>). The PLRA’s exhaustion requirement is Options: A. holding that plras exhaustion requirement is an affirmative defense that can be waived or forfeited by defendants B. holding that the plras exhaustion requirement applies to all inmate suits about prison life whether they involve general circumstances or particular episodes and whether they allege excessive force or some other wrong C. holding that exhaustion requirement applies to excessive force claims D. holding that the plras exhaustion requirement applies to the grievance procedures set forth in an inmate handbook E. holding that excessive force claims are not subject to exhaustion requirement

assistant: The best answer is B. holding that the plras exhaustion requirement applies to all inmate suits about prison life whether they involve general circumstances or particular episodes and whether they allege excessive force or some other wrong
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: submitting further bills” given U.S. Fire’s oversight, years earlier, with respect to the first billing packet that the Museum had sent in 2005. When efforts toward global settlement ultimately failed, U.S. Fire offered the Museum a significant sum to settle the unreimbursed defense costs and associated issues, which apparently went unanswered. Then, in June 2011, the Museum spotlighted — for the first time — U.S. Fire’s post-2007 settlement conduct as the primary impetus for Chapter 93A, § 11 liability and punitive damages. U.S. Fire’s conduct under these circumstances is not the kind that the SJC has condemned as egregious settlement misconduct that is actionable under Chapter 93A. Cf. R.W. Granger & Sons, Inc. v. J & S Insulation, Inc., 435 Mass. 66, 754 N.E.2d 668, 678-79 (2001) (<HOLDING>). By no means do we endorse some of the Options: A. holding defendant culpable for the natural and probable consequence of his conduct B. holding that summary judgment on chapter 93a claim is appropriate when summary judgment is granted on fraud claim and chapter 93a claim is solely based on the underlying claim for common law fraud C. holding that the suretys conduct of unexplained delay hollow settlement effort and groundless legal stance comprised culpable unfair business conduct under chapter 93a D. holding that the city of springfield was potentially liable under chapter 93a E. holding that where there was no evidence of the claimed underlying violation and where there were no unique arguments related to the chapter 93a claim defendant was entitled to summary judgment on plaintiffs chapter 93a claim

assistant: The best answer is C. holding that the suretys conduct of unexplained delay hollow settlement effort and groundless legal stance comprised culpable unfair business conduct under chapter 93a
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: Either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, upon written notice (the “ Termination Date ”). Any payment upon termination will be subject to the provisions of this Section 2.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 26, 2011, the District Court granted Boeing’s motion to enforce the settlement agreement, applied a charging lien in favor of Surkin’s firm, and dismissed the action with prejudice. On August 11, 2011, the District Court clarified its May 26, 2011 order and granted Sur-kin’s motion to compel compliance with it. On September 12, 2011, Kelly appealed. II. Discussion A. Jurisdiction Boeing contends that the appeal should be dismissed as untimely because it was filed more than thirty days after the May 26, 2011 order, which dismissed the action with prejudice. See Fed. R.App. P. 4(a)(1)(A) (requiring notice of appeal in civil case to be filed within 30 days of entry of order or judgment being appealed); see also Bowles v. Russell, 551 U.S. 205, 209-10, 127 S.Ct. 2360, 168 L.Ed.2d 96 (2007) (<HOLDING>). It is undisputed, however, that Kelly timely Options: A. holding 30day limit to be mandatory and jurisdictional B. holding that time limit for filing petition for review is mandatory and jurisdictional C. holding that the 30day notice of appeal requirement is mandatory and jurisdictional D. holding that the thirty day time limit was mandatory but not jurisdictional E. holding that exhaustion is mandatory and jurisdictional

assistant: The best answer is A. holding 30day limit to be mandatory and jurisdictional
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: by submitting feedback to us , you grant us a non-exclusive , worldwide , royalty-free , irrevocable , sub-licensable , perpetual license to use and publish those ideas and materials for any purpose , without compensation to you .

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: (i) Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period and the attainment of any other vesting criteria established by the Committee, and to such other terms and conditions as may be set forth in the applicable Restricted Stock Agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the Shares shall be subject to the restrictions on transferability set forth in the Restricted Stock Agreement; (C) the Shares shall be subject to forfeiture to the extent provided in the applicable Restricted Stock Agreement and, with respect to a Participant who has not been a member of the Board, if the Participant ceases to be a member of the Board for any reason other than death or Disability prior to the one-year anniversary of his or her initial election to the Board such award shall be forfeited. In the event of any forfeiture, the stock certificates shall be returned to the Company, and all rights of the Participant to such Shares and as a shareholder shall terminate without further obligation on the part of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Washington, 466 U.S. 668, 686, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). 35 . Id. at 694, 104 S.Ct. 2052. 36 . Id. at 689, 104 S.Ct. 2052. 37 . Kimmelman v. Monison, 477 U.S. 365, 381, 106 S.Ct. 2574, 91 L.Ed.2d 305 (1986) (quoting Strickland, 466 U.S. at 689, 104 S.Ct. 2052). 38 . Strickland, 466 U.S. at 694, 104 S.Ct. 2052. 39 . The Court notes that the state standard for determining ineffectiveness of counsel applied by the state parallels the federal standard as stated in Strickland. See Baker v. State, 243 Kan. 1, 755 P.2d 493 (1988); Chamberlain v. State, 236 Kan. 650, 694 P.2d 468 (1985). 40 . Jones v. Barnes, 463 U.S. 745, 751-52, 103 S.Ct. 3308, 77 L.Ed.2d 987 (1983). 41 . Id. at 753, 103 S.Ct. 3308. 42 .Id. at 754, 103 S.Ct. 3308. 43 . Id. at 752, 103 S.Ct. 3308 (“Legal 2005) (<HOLDING>). 46 . Moreover, the Court finds no error in Options: A. holding that counsel was not deficient for failing to make an objection that lacked merit B. holding that failure to object to properly admitted evidence was not deficient performance by trial counsel C. holding counsel deficient because she could have had no reasonable basis for not objecting to certain inadmissible evidence despite no evidence of counsels strategy D. holding that counsel was not deficient in failing to present a meritless argument E. holding counsel was not deficient in not objecting to testimony that was permissible within state rules of evidence

assistant: The best answer is E. holding counsel was not deficient in not objecting to testimony that was permissible within state rules of evidence
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 Corporation reserves the right to waive all or any part of the terms and conditions of the Covenants under appropriate circumstances, in its sole discretion. Any such waiver must be in writing and signed by the Chief Human Resources Officer. No waiver by the Corporation of any breach of the Covenants shall be a waiver of any preceding or succeeding breach. No waiver by the Corporation of any right under the Covenants shall be construed as a waiver of any other right. The Corporation shall not be required to give notice to enforce strict adherence to all terms of the Covenants.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event a Change in Control is consummated prior to the Vest Date and such Change in Control is a permissible distribution event under Code Section 409A, the Performance-Based Stock Units shall be automatically settled in Shares immediately prior to the effective date of the Change in Control. In the event such Change in Control is not a permissible distribution event under Code Section 409A, the Performance-Based Stock Units shall be automatically settled in Shares upon the earlier of (i) the Vest Date or (ii) your Separation from Service that occurs immediately prior to or at any time after such Change in Control. Notwithstanding the foregoing, if, as of the Grant Date, you have not satisfied and it is not possible for you to satisfy the age and Service Retirement conditions with respect to this Performance-Based Stock Unit award, then such settlement shall in all cases occur immediately prior the effective date of the Change in Control.

assistant: Change In Control
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 Release and the Agreement set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties in respect of the subject matter contained herein. This Release is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of said State without regard to principles of conflict of laws. Any claim or dispute by either party with respect to this Release shall be subject to the arbitration provisions set forth in Section 25 of the Agreement.

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: false promise is a fraudulent misrepresentation which can be actionable as fraud_ ... Plaintiff argued to the jury that Capital City ... never intended to allow plaintiff to abide by the terms of the agreement, but intended to foreclose on the property from .the beginning. The 'Court finds that this theory fits comfortably within the law regarding promissory fraud. Capital .City contends that D.C. law recognizes a cause of action for promissory misrepresentation only when the promise is neither memorialized as an explicit contract term (e.g., an undertaking to provide $42,000 on a date certain) nor implied by law in the contract (e.g., the obligation to act with good faith); in other words, the misrepresentation must be a collateral statement of d 1251, 1253-54, 1259 (D.C.Cir.1979) (<HOLDING>). Some time ago, we observed in a footnote that Options: A. holding party in breach could not maintain suit for breach of contract B. holding that a cause of action for breach of contract accrues at the time of the breach C. holding immaterial breach did not constitute breach of contract D. holding that breach of collateral promise was actionable E. holding negligent misrepresentation must be of existing fact not breach of future promise

assistant: The best answer is D. holding that breach of collateral promise was actionable
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 the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation service on which the Common Stock of the Company is listed or quoted.

assistant: Compliance With 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: Except as otherwise provided herein, all notices, demands, instructions, requests, and other communications required or permitted to be given to, or made upon, any party hereto shall be in writing and (except for financial statements and certain other documents to be furnished pursuant hereto, which may be sent as provided herein) shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by courier, electronic mail (at such e-mail addresses as a party may designate in accordance herewith), or facsimile and shall be deemed to be given for purposes of this Agreement on the day that such writing is received by the Person to whom it is to be sent pursuant to the provisions of this Agreement. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 11.3 , notices, demands, requests, instructions, and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective facsimile numbers) indicated on Exhibit 11.3 attached hereto.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to access or use the `` sync.me search '' you will be required to provide your contacts ' names , phone numbers and email addresses for the service 's phonebook directory ; this will enhance the performance of the service and allow you to perform numeric search or identify incoming calls against a searchable phonebook directory , which contains the contacts ' information from our users who permitted the aggregation of this information .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Holdings, the Company and each Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Holdings and the Borrowers will, and will take reasonable action to cause each of its Restricted Subsidiaries to, comply with all Requirements of Law (including ERISA, Environmental Laws and the USA PATRIOT Act) with respect to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

assistant: Compliance With 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: Each party agrees that it and its Affiliates, and its and their respective employees, advisors, agents and representatives, including, with respect to the Company, any third parties engaged to provide the Services pursuant to Section 2(c) , shall keep confidential all data, documents, records and information obtained from the other party or its representatives in connection with this Agreement in accordance with Section 4.1 of the Purchase Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Section 2.10 of the Company Disclosure Schedule, since March 31, 2015, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act or has received an extension of such time of filing (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”). The Company has delivered to Buyer or its representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate).

assistant: Financial Statements
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 acknowledge that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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: The representations, warranties, covenants and agreements made herein or in any certificates or documents executed in connection herewith shall indefinitely survive (and not be affected in any way by) the Closing or any investigation and inquiry made (or omitted) by or on behalf of the Purchaser or its representatives or any information that any party or their representatives may receive. Notwithstanding the foregoing, other than for fraud, the representations and warranties of the Company and the Purchaser contained in Article II (other than those contained in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(d), 2.1(n), 2.2(a) and 2.2(b), which shall indefinitely survive) shall terminate on the date that is eighteen (18) months from the Closing Date; provided, however, that such representations and warranties shall survive to the extent a claim based upon, resulting from or arising out of a breach or inaccuracy of any such representation and warranty is made prior to such date until such claim is finally resolved.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: expressly waives the defect impacting only parole eligibility, we will not permit the defendant to manipulate the judicial system by subsequently insisting that the sentence conform to the forty-percent provision. Here, the sentences agreed upon by the parties, and which the court ultimately imposed, were part of a voluntary and knowing plea, and appellant expressly waived any defects associated with the minimum and maximum terms of his sentences. Under these circumstances, we will not interfere with the sentences imposed. See United States v. Barnes, 83 F.3d 934, 941 (7th Cir. 1996) (upholding a plea agreement that provided for a sentence which departed from the prescriptions of federal sentencing guidelines); United States ex rel. Ferris v. Finkbeiner, 551 F.2d 185 (7th Cir. 1977) (<HOLDING>). Our holding today is not inconsistent with Options: A. holding that although defendant is not entitled to appeal from his guilty plea as a matter of right his arguments challenging the factual basis for his guilty plea are reviewable pursuant to a petition for writ of certiorari B. holding that when the defendant was misadvised when entering his guilty plea that he would not have to serve a mandatory parole term following his release from prison fundamental fairness required limiting the term of his sentence to that which comported with the plea bargain C. holding that the failure to notify the defendant of the term of supervised release and its possible effect on his sentence was not harmless error where njothing in the record suggests that the defendant understood that his sentence would include supervised release andthere was no written plea agreement by which he might have been warned D. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing E. holding that the failure to notify the defendant of the term of supervised release and its possible effect on his sentence was not harmless error where nothing in the record suggests that the defendant understood that his sentence would include supervised release and there was no written plea agreement by which he might have been warned

assistant: The best answer is B. holding that when the defendant was misadvised when entering his guilty plea that he would not have to serve a mandatory parole term following his release from prison fundamental fairness required limiting the term of his sentence to that which comported with the plea bargain
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: “No.” Similarly, the witness was asked whether Lawrence paid any portion of the long-term disability insurance or the accidental death insurance. Again, the witness responded, “No.” Regarding the life insurance premiums, the witness stated, “[t]he company [DGC] pays for two times the employees’ annual salary and that premium comes out of the company’s pocket to the extent that the premium is paid.” [¶ 17] Clearly, DGC was making those payments for Lawrence. As a result, he did not have to spend his own disposable income on them. Under the broad statutory and administrative definition of income and gross income, those payments constitute income properly considered in determining child support. N.D.C.C. § 14-09-09.10(8); N.D. Admin. Code § 75-02-04.1-01(5); cf Shaver, 545 N.W.2d at 175 (<HOLDING>); Shipley, 509 N.W.2d at 53 (holding employer Options: A. recognizing contribution in the appropriate case B. recognizing a right to contribution C. holding that a creditors failure to vote or to object to a chapter 11 plan constitutes acceptance of the plan D. holding an employers contribution to a taxdeferred plan also constitutes income E. holding defendants were fiduciaries because they had discretion to determine the extent of the companys annual contribution to the plan and whether the contribution would be made in stock or cash

assistant: The best answer is D. holding an employers contribution to a taxdeferred plan also constitutes income
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: the entity you are contracting with is ebay inc. , 2025 hamilton ave. , san jose , ca 95125 if you reside in the united states .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Senior Judge. This is an appeal from an order denying a motion to dismiss for lack of personal jurisdiction. We reverse. The plaintiff is a composer and recording artist who attempted to assert Florida long-arm jurisdiction, § 48.193(l)(a), (l)(g), (2), Fla. Stat., over the appellant, a Venezuelan corporation, which operates an independent music company and record label. The action arises out of a series of contracts, executed in Venezuela, which provided that they were to be governed by Venezuelan law, and that any payments due to the plaintiff were to be made in Venezuela with Venezuelan currency, for the distrib -, 131 S.Ct. 2780, 2791, 180 L.Ed.2d 765 (2011) (<HOLDING>); Helicopteros Nacionales de Colombia, S.A. v. Options: A. holding that foreign corporation did not engage in any activities in new jersey that reveal an intent to invoke or benefit from the protection of its laws and therefore its exercise of jurisdiction would violate due process B. holding the statutory scheme of two federal laws was not void for vagueness and did not violate equal protection or due process even though the defendants conduct violated both laws C. recognizing israel had no interest in denying its citizens the substantive advantages of new jersey defamation law in new jersey residents claims for defamation published in new jersey D. holding there was no personal jurisdiction over a foreign national who helped her son in an outofstate conspiracy to violate his former wifes custody rights under their new jersey divorce decree even if she had retained title to the new jersey marital home E. holding that doctrine does not violate due process

assistant: The best answer is A. holding that foreign corporation did not engage in any activities in new jersey that reveal an intent to invoke or benefit from the protection of its laws and therefore its exercise of jurisdiction would violate due process
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 relevant Ninth Circuit case law does not establish such a rule. Ninth Circuit law prohibits the exercise of Colorado River “to stay proceedings as to claims within exclusive federal jurisdiction,” Minucci v. Agrama, 868 F.2d 1113, 1115 (9th Cir.1989) (emphasis added). Thus, it is not appropriate to stay a claim subject to exclusive federal jurisdiction as that claim cannot be resolved, as framed, in state court. Id. (reversing district court’s Colorado River stay of a federal copyright claim because copyright claims cannot be heard in state court); Turf Paradise, Inc. v. Arizona Downs, 670 F.2d 813, 821 (9th Cir.1982) (finding abuse of discretion where district court dismissed federal antitrust claims under Colorado River); Silberkleit v. Kantrowitz, 713 F.2d 433 (9th Cir.1983) (<HOLDING>). Here, the Court will not stay any claim that Options: A. holding that claims under 10b of the securities exchange act of 1934 were arbitrable under a predispute arbitration agreement B. holding that colorado river abstention test is inapplicable where the declaratory judgment act is involved C. holding that the district court could not stay erisa and 1934 act claims under colorado river D. holding that colorado river ab stention is inapplicable to actions requesting declaratory relief E. holding that claims under the securities act of 1934 and the rico statutes are arbitrable

assistant: The best answer is C. holding that the district court could not stay erisa and 1934 act claims under colorado river
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: Every notice or other communication relating to this Agreement shall be made in writing and the notice, request or other communication shall be deemed to be received upon receipt by the party entitled thereto. Any notice, request or other communication by the Participant should be delivered to the Company’s General Counsel.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Guarantor agrees to be jointly and severally liable for the payment of all reasonable fees and expenses, including fees and expenses of counsel, incurred by any Secured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought.

assistant: Expenses