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: Effective as of the date hereof, you shall have no authority to act on behalf of any member of the Company Group, and shall not hold yourself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in any manner or otherwise act in an executive or other decision-making capacity with respect to any member of the Company Group.

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: 1. For purposes of this Agreement, “Confidential Information” means, with respect to either party, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of or relating to the disclosing party (including, but not limited to, information identified as being proprietary and/or confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and suppliers lists, financial or technical or service matters or data, employee/agent/ consultant/officer/director related personal or sensitive data and any information which might reasonably be presumed to be proprietary or confidential in nature) excluding any such information which (v) is required to be disclosed by governmental or judicial order, in which case the party so required shall give the other party prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable such other party to seek a protective order or other appropriate remedy at such other party’s sole costs.

assistant: Yes
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: Mimshell Fabrics, LTD., 491 F.2d 21, 23 (2d Cir. 1974); cf. In re Enark Industries, Inc., 86 Misc.2d 985, 383 N.Y.S.2d 796 (App.Term 1976) (per curiam). As explained by Mimshell, the test is composed of two parts: 1) was the debtor actually doing business at the location in question as evidenced by its frequent use by the debtor in the production of revenue? 491 F.2d at 23; In re Airequipt, Inc., 1 B.C.D. 1494 (S.D.N.Y.1975); see P.S. Products Corp. v. Equilease Corporation, 435 F.2d 781, 783 & n.3 (2d Cir. 1970); see, e.g., In re John Adams Henry, Inc., 5 U.C.C. 795, 799-801 (B.C.S.D.N.Y.1968); In re Golden Kernel, Inc., 5 U.C.C. 43 (B.C.E.D.Pa.1968); cf. In re McQuaide, 5 U.C.C. 802, 807 (B.C.D.Vt.1968) (bookkeeping isn’t doing business); In re Falkof, 2 U.C.C. 731 (B.C.D.Mass.1963) (<HOLDING>); and 2) was such use notorious, i.e., was Options: A. holding that any acts in which employee engaged with intent to woo plaintiffs wife away from him during business meetings and trips simply had no connection to business of employer B. holding that there is no unitary business in part because there is no flow of international business C. holding preparatory meetings isnt doing business D. holding that a party has mental capacity if she appreciated the effect of what she was doing and understood the nature and consequences of her acts and the business she was transacting E. recognizing that pursuant to the business judgment rule the decisions of business professionals on the board of directors should be presumed valid

assistant: The best answer is C. holding preparatory meetings isnt doing business
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) violate any provision of the Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which the Company’s respective properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property or asset of the Company under any agreement or any commitment to which the Company is a party or by which the Company is bound or by which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected, except, in all cases other than violations pursuant to clauses (i) or (iv) (with respect to federal and state securities laws) above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents or issue and sell the Securities in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the “ Commission ”) and/or FINRA prior to or subsequent to the Closing, or state securities administrators subsequent to the Closing, or any registration statement which may be filed pursuant hereto or thereto).

assistant: No Conflicts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee shall have the discretionary authority to amend the Plan at any time, except that no such amendment shall affect the right of a Participant whose Separation from Service occurred either (i) prior to the amendment date of the Plan to receive any Severance Payment to which such Participant is then entitled under the terms of the Plan or (ii) on or following a Change of Control, in either case, without the written consent of the Participant.

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: Unless otherwise removed in accordance with this Section 3.3 or in the case of a resignation, the members of the Board will hold office until their respective successors have been duly appointed. Subject to the terms of Section 3.2 and this Section 3.3 , each Manager may be removed (with or without cause) by a resolution of the Shareholders upon request of the Shareholder that appointed the respective Manager. The Shareholder that appointed the Manager must deliver a notice to the Company and the other Shareholders stating the name of the Manager to be removed from the Board. If a Manager ceases to be qualified under the Articles or applicable Law to act as a Manager of the Company, then the Shareholder that appointed such Manager will immediately procure the resignation of that Manager and nominate a new Manager in accordance with Section 3.2 . Each Shareholder will notify the Company and the other Shareholders in writing of its nomination of any individual to serve as a Manager (other than those individuals nominated on Exhibit B as of the Effective Date, notice of which is hereby acknowledged by each Shareholder) or the removal of an individual as a Manager, or if it intends not to nominate an individual to fill a designated Manager position.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: & Video Corp. v. Universal Music & Video Distribution, Corp., 372 B.R. 619 (Bankr.S.D.N.Y.2007) (Gonzalez, J.) (“RMM Records 3 . In re Best Payphones, Inc., 2003 Bankr.LEX-IS 180, 2003 WL 1089525 (Bankr.S.D.N.Y. Mar. 10, 2003) (Bernstein, C.J.) (“Best Payphones "). 4 . Jones v. UNUM Life Ins. Co., 223 F.3d 130 (2d Cir.2000) (“UNUM Life ”). 5 . Ames Merchandising Corp. v. Unical Enterprises, Inc. (In re Ames Dept. Stores), 2010 Bankr.LEXIS 5115, 2010 WL 6052849 (Bankr.S.D.N.Y. Sept. 10, 2010) (Gerber, J.) (“Ames-Unical ”). 6 . See UNUM Life, 223 F.3d at 139 ("In a suit to enforce a right under ERISA, the question of whether or not to award prejudgment interest is ordinarily left to the discretion of the district court.”); Ames-Unical, 2010 Bankr.LEXIS 5115, at *3, 2010 WL 6052849, at *2 (<HOLDING>). 7 . Ames Merchandising Corp. v. Cellmark Options: A. holding likewise in preference action B. holding mothers preference for placement with nonindian adoptive parents was appropriate factor in finding good cause C. holding that michigan wrongful death action is a derivative one in which the representative in effect stands in the shoes of the decedent and thus any substantive impediment that would have prevented the decedent from commencing suit will likewise preclude suit by the personal representative D. holding that where there is no suggestion in the text legislative history or purpose of the flsa that congress intended to confer a nonwaivable right to a class action a plaintiffs inability to bring a class action cannot by itself suffice to defeat the strong congressional preference for an arbitral forum E. holding that states likewise retain immunity from private suit in their own courts which congress may not abrogate by article i legislation

assistant: The best answer is A. holding likewise in preference action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Buyer agrees to indemnify and hold harmless the Company, the Placement Agent (including its selected dealers, if any), and their respective officers, directors, employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Buyer of any covenant or agreement made by the Buyer herein or in any other document delivered in connection with this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Agreement to the contrary and without limiting any other rights or remedies available to Client or any other provision of this Agreement or this Schedule, if Client reasonably believes that a Security Incident has resulted in or will result in any unauthorized access, distribution, or use of the IP, or that Vendor or any Vendor Subcontractor is not in compliance with these terms of this Schedule, Client may immediately terminate this Agreement (and shall be entitled to a pro rata refund of all prepaid fees) and Vendor shall return or destroy all IP in accordance with this Schedule and provide the required certification to Client.

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 legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, or administrative or other proceedings pending or threatened by or against Grote Molen or Merger Co. or adversely affecting Grote Molen or Merger Co. or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. There is no default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

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 case excerpt and choose the best holding from the options. Case excerpt: is deemed to be a “voluntary gift.” Till, 87 Ill.App.2d at 361; 231 N.E.2d at 643. Second, at the time of the transfer, Gamble was in default on loans from the Indiana National Bank and knew of legal proceedings being brought against him to .reduce that claim to judgment. Gamble was also aware no later than May 16, 1977 that the IRS was auditing him for his 1975 taxes. Although those taxes had not yet been assessed, the law is well settled, for fraudulent conveyance purposes, tax liabilities are due and owing on the date the returns are required to be filed and not the date of assessment. United States v. St. Mary, 334 F.Supp. 799, 803 (E.D.Pa.1971); United States v. van der Horst, 270 F.Supp. 365, 368 (D.Del.1967). See also Zeddies v. United States, 357 F.2d 897, 899 (7th Cir.1966) (<HOLDING>). Therefore, the second element of constructive Options: A. holding that debtor could not avoid a judicial lien where after accounting for unavoidable liens and mortgages he had no equity in the property and therefore no interest on which to avoid the judicial lien B. holding that a spouse was bound by a conveyance of community property to which she was not a party because of her knowledge and acquiescence to the conveyance C. holding that statutory liens under 26 usc 6322 by contrast arise at time of assessment and that government was therefore relegated to its rights as a creditor to avoid a preassessment conveyance D. holding that the chapter 13 trustee had standing to avoid liens as impairing exemptions to prevent inequitable distribution of payments caused by debtors failure to avoid lien as impairing exemption E. holding that the phrase return of income used in 26 usc 6012 is synonymous with the phrase return of tax used in 26 usc 6151

assistant: The best answer is C. holding that statutory liens under 26 usc 6322 by contrast arise at time of assessment and that government was therefore relegated to its rights as a creditor to avoid a preassessment conveyance
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: cause for such termination , limitation of access or suspension shall include , but not be limited to , ( a ) breaches or violations of the tos or other incorporated agreements or guidelines , ( b ) requests by law enforcement or other government agencies , ( c ) discontinuance or material modification to the yahoo services ( or any part thereof ) , ( d ) unexpected technical or security issues or problems , ( e ) extended periods of inactivity , ( f ) engagement by you in fraudulent or illegal activities , and/or ( g ) nonpayment of any fees owed by you in connection with the yahoo services .

assistant: Unilateral termination
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: August 1, 1964, a period of more than 90 days. Etheridge testified that when he issued the August 11 endorsements he knew the dwelling had been vacant since Wesley’s death, a period of about 10 days, and he knew the Executor planned to sell the property. He was asked: “Did you further know that it was likely and probable that the property would remain unoccupied for a considerable period of time and in all probability for longer than a period of 90 days?” He answered: “It was possible, yes.” We have consistently held that an insurance company cannot rely on a provision of its policy to defeat coverage if the facts making the provision operative were known to the company when it issued the policy. E.g. Virginia Fire & Marine Ins. Co. v. Richmond Mica Co., 102 Va. 429, 46 S.E. 463 (1904) (<HOLDING>). We do not have such a case before us now, Options: A. holding provision in attorneys fee contract requiring client that terminated contract to immediately pay attorney fee equal to present value of attorneys interest in case was inconsistent with public policy and unconscionable B. holding that a fee substantially less than the lodestar amount is permissible C. holding that it is difficult to imagine any language more forceful than the words absolutely and in fee simple to bestow complete ownership upon zella koval and where a fee simple in real property or the equivalent in personal property is given an attempted gift over of any property remaining after the designated persons death is of no effect D. holding that trial court erred by granting surviving spouse fee simple title to estates exempt property E. holding that a company which knew when it issued a policy that the insureds interest in the insured property was less than fee simple could not rely upon a provision rendering the policy void if the insureds interest was less than fee simple

assistant: The best answer is E. holding that a company which knew when it issued a policy that the insureds interest in the insured property was less than fee simple could not rely upon a provision rendering the policy void if the insureds interest was less than fee simple
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and interpreted in accordance with the laws and regulations of Wyoming. The parties hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out or in connection with this Agreement. The parties agree that in the event of any action, litigation or proceeding between the parties arising out of or in relation to this Agreement, the prevailing party in a final judgment after the appeal period has passed shall be awarded, in addition to any damages, injunctions or other relief, such party’s costs and expenses, including but not limited to all related costs and reasonable attorneys’, accountants’ and experts’ fees incurred in bringing such action, litigation or proceeding and/or enforcing any judgment or order granted therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The terms of each Award granted pursuant to this Section will be as follows: The Restricted Stock awarded under each Annual Award will be issued for no cash consideration and will be forfeited and automatically transferred to and reacquired by the Corporation at no cost upon the date the Director ceases to provide services as a member of the Board (the “Forfeiture Provision”). The Forfeiture Provision will lapse as to twenty-five percent (25%) of the Restricted Stock awarded in such Annual Award on the first day of each calendar quarter for four (4) calendar quarters beginning on the first day of the calendar quarter immediately following the date of grant, provided that the Participant continues to serve as a Director through such dates.

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: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, successors and assigns. The obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon each party’s respective successors and assigns, which shall include successors by operation of Law, such as by merger.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Defendant’s total annual income is inherently subject to potential dispute if paid periodically, unless all restitution payments are postponed to the end of a designated “year.” I must disagree, therefore, that the percentage approach is “better” than an order requiring specific monthly payments. Specific monthly payments establish certainty for both victim and defendant, can be conveniently accounted for and verified, and thus, I believe, provide more incentive for compliance, especially when enforced by the court. It is because monthly income may be “too much or too little” that the percentage approach is cumbersome and, I submit, unworkable; any material change in financial circumstances may be dealt with in the future by new court orders. Id at 154 n. 50, 890 P.2d at 1194 n. 50 Options: A. holding that the courts have the statutory authority to alter amend or revoke restitution orders on the basis of unforseen or changed circumstances and to impose consequences upon defendants who fail unjustifiably to discharge their obligations thereunder B. holding that the circuit court did not have the statutory or inherent authority to order restitution in part because the statutes did not envision such an obligation C. holding that the court erred in failing to inform the defendant that it could impose restitution but that the error did not affect the defendants substantial rights because the court informed the defendant that it could impose a maximum fine of an amount higher than the restitution amount imposed D. recognizing plenary power of district court to alter interlocutory orders E. holding that an alien failed to qualify for the changed circumstances exception by asserting only that his personal circumstances had changed by the birth of a child

assistant: The best answer is A. holding that the courts have the statutory authority to alter amend or revoke restitution orders on the basis of unforseen or changed circumstances and to impose consequences upon defendants who fail unjustifiably to discharge their obligations thereunder
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: at issue, it was revocable at the pleasure of the grantor); Oliver v. Hook, 47 Md. 301, 311 (1877) (“[A] user [that] has been by sufferance and permission only ... [is] but a license, revocable at pleasure, and ... confer[s] no right in the way. It simply relieve[s] the [party] from being a trespasser ....” (citation omitted)); Goss v. C.A.N. Wildlife Trust, Inc., 157 Md.App. 447, 457, 852 A.2d 996, 1002 (2004) (stating that “a license is merely a personal privilege to do some particular act ... on [another’s] land without possessing any estate or interest therein, while an easement is an interest in land that grants the right to use that land for a specific purpose” (internal quotations omitted)); State ex rel. Shorett v. Blue Ridge Club, 22 Wash.2d 487, 156 P.2d 667, 671 (1945) (<HOLDING>). In conclusion, based on the record before us, Options: A. holding that public use of a beach was presumed to have originated by permission and to have continued as a license until some act of the public or public official asserted the use to be exercised as a matter of right rather than privilege B. holding that a beach bordering on puget sound used extensively for public recreation was completely wild open vacant unoccupied and in its natural state and therefore public use was presumed to have originated by permission until some act of the public or public official asserted the use to be exercised as a matter of right rather than privilege C. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees D. holding that the use of a corset spring device was public although the use was by its nature not visible to the general public E. holding that because public use of a beach was permissive the public was a licensee and as such could be excluded from the whole area at any time by the title owner

assistant: The best answer is E. holding that because public use of a beach was permissive the public was a licensee and as such could be excluded from the whole area at any time by the title owner
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: reversal of the directed verdict on the breach of warranty claim, but I dissent from that portion of the majority opinion which reverses the directed verdict on the fraud claim. With respect to the fraud claim, the majority opinion indicates that the district court should not have directed a verdict because the jury “could have found that Kehoe recklessly or mistakenly represented the coins to be genuine and that Neff relied to his detriment on such representations.” At 643. The majority opinion fails to discuss whether the jury could have found that Neff’s reliance was reasonable. Under Alabama law, a plaintiff must have reasonably relied on a false representation in order to maintain an action for fraud. See, e.g., Bedwell Lumber Co. v. T & T Corp., 386 So.2d 413, 415 (Ala.1980) (<HOLDING>); Cook v. Brown, 393 So.2d 1016, 1019 Options: A. holding that attorneys fee award in a common fund case must be reasonable under the circumstances B. recognizing the basic legal proposition that the representees reliance must be reasonable under the circumstances C. holding that reliance must be proven by some evidence D. holding that reasonable reliance is not an element of the defense E. holding in the context of a non 212c iirira retroactivity challenge that if reliance were required we would insist at most upon objectively reasonable reliance and not subjective reliance

assistant: The best answer is B. recognizing the basic legal proposition that the representees reliance must be reasonable under the circumstances
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the complete and exclusive statement of the agreement among the Parties. This Agreement supersedes all prior negotiations, understandings and agreements of the parties, written or oral, with respect to the subject matter hereof.

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: conduct. As such, this Court sees no likelihood whatsoever that our Circuit Court would conclude that the plaintiff has a constitutional privacy interest in such information. Therefore, defendants’ Motion to Dismiss Count IV is GRANTED as to each individual defendant. III. Bivens Claim Finally, even if there was a right to privacy for such confidential information— which this Court finds there is not — plaintiffs complaint as to the defendants named in their personal capacity should be dismissed. An action for damages brought against federal officials in their individual capacity pursuant to the U.S. Constitution is commonly referred to as a Bivens claim. See Bivens v. Six Unknown Named Agents of Fed. Bureau of Narcotics, 403 U.S. 388, 397, 91 S.Ct. 1999, 29 L.Ed.2d 619 (1971) (<HOLDING>). However, in the Supreme Court “in most Options: A. recognizing an action for damages against unknown federal agents for the violation of constitutional rights B. holding plaintiff may sue federal agents for money damages for violation of his constitutional rights C. recognizing cause of action for damages against federal agents acting under their authority who allegedly violated plaintiffs fourth amendment rights D. holding that a federal cause of action for damages arises upon a federal agents unconstitutional conduct E. recognizing cause of action against federal officials for violation of constitutional rights

assistant: The best answer is B. holding plaintiff may sue federal agents for money damages for violation of his constitutional rights
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: (f) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, CDOR Loans and Canadian Prime Rate Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. For purposes of the Interest Act (Canada), the yearly rate of interest to which any rate or fee is specified to be computed on the basis of 360 days (or any other period of time less than a calendar year) is equivalent to the stated rate multiplied by the actual number of days in the year and divided by 360 or such other period of time, respectively. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the relevant Lenders of each determination of a Eurodollar Rate and each determination of a CDOR Rate. Any change in the interest rate on a Loan resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the Canadian Prime Rate or CDOR Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the relevant Lenders of the effective date and the amount of each such change in interest rate.

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: “complete” preemption, any state cause of action that seeks relief within the scope of ERISA’s civil enforcement section, § 502, “regardless of how artfully pleaded as a state action,” is removable to federal court. Giles v. NYL-Care Health Plans, Inc., 172 F.3d 332, 337 (5th Cir.1999); Met. Life Ins. Co. v. Taylor, 481 U.S. 58, 66, 107 S.Ct. 1542, 95 L.Ed.2d 55 (1987). Section § 502(a)(1) provides, in relevant part, that a participant or beneficiary of an ERISA-regulated plan may bring a civil action “to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan.” 29 U.S.C. § 1132(a)(1)(B); see also McGowin v. ManPower Int'l, Inc., 363 F.3d 556, 559 (5th Cir.2004) (<HOLDING>). If complete preemption exists, a plaintiffs Options: A. holding that complete preemption exists when a remedy falls within the scope of or is in direct conflict with erisas civil enforcement section B. holding that 514a preemption defense will not justify removal unless claim falls within the scope of erisas civil enforcement provision 502 C. holding removal and preemption are distinct concepts erisa preemption does not allow removal unless complete preemption exists D. holding that erisas preemption of state contract claims in a benefitsdue action is an affirmative defense subject to waiver E. holding claims under the kentucky act were preempted because they conflicted with erisas civil enforcement scheme

assistant: The best answer is A. holding that complete preemption exists when a remedy falls within the scope of or is in direct conflict with erisas civil enforcement section
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 will not use the proceeds of the Advances for any purpose other than (i) paying for Receivables and Related Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated Notes to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) paying its ordinary and necessary operating expenses when and as due, and (iii) making Restricted Junior Payments to the extent permitted under this Agreement.

assistant: Use Of Proceeds
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 defendant Boston church as well as the plaintiff Massachusetts Association of . the New Jerusalem. 4 As the Appeals Court concluded, the First Amendment to the United States Constitution does not prohibit a civil court from exercising jurisdiction over property disputes involving a church so long as the court does not intrude upon issues of church doctrine, polity, discipline, and internal operation. See General Convention of the New Jerusalem in the U.S.A., Inc. v. MacKenzie, 66 Mass. App. Ct. 836, 839-840 (2006), citing Callahan v. First Congregational Church, 441 Mass. 699, 708 (2004), and Jones v. Wolf, 443 U.S. 595, 602 (1979). 5 General Laws c. 180, § 11 A, provides as follows: 6 See, e.g., Central Coast Baptist Ass’n v. First Baptist Church, 154 Cal. App. 4th 586, 592 (2007) (<HOLDING>); Wisconsin Conference Bd. of Trustees of the Options: A. holding that a church was entitled to employ only members of its faith B. holding the federal unemployment tax act section exempting service performed in employ of church after which florida molded its unemployment law was meant to apply to schools that have no separate legal existence from the church and therefore employees working within such schools are in employ of the church C. holding that first amendment barred child victim of sexual abuse by priest from bringing breach of fiduciary duty claim against priest church official and church D. holding that members of a church congregation lacked sufficient interest to support intervention in an action by the church itself challenging the designation of the church as a landmark E. holding that disaffiliated church had de facto dissolved when last vote of its full membership was to dissolve and to transfer assets to mother church

assistant: The best answer is E. holding that disaffiliated church had de facto dissolved when last vote of its full membership was to dissolve and to transfer assets to mother church
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 terms and provisions of the Plan (a copy of which will be furnished to the Employee upon written request to the Office of the Secretary, Philip Morris International Inc., 120 Park Avenue, New York, New York 10017) are incorporated herein by reference. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan. This Award shall be treated as an Incentive Award for purposes of the Plan.

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 case excerpt and choose the best holding from the options. Case excerpt: change Frankel’s clear admission that own admission by relying on the Hyman affidavit to argue that Frankel entered into the settlement agreement with Zurich’s knowledge and tacit approval. See Evans v. Stephens, 407 F.3d 1272, 1278 (11th Cir.2005) (“When the nonmovant has testified to events, we do not (as urged by Plaintiffs counsel) pick and choose bits from other witnesses’ essentially incompatible accounts (in effect, declining to credit some of the nonmovant’s own testimony) and then string together those portions of the record that we deem most helpful to the nonmovant... Our duty to read the record in the nonmovant’s favor stops short of not crediting the nonmovant’s testimony in whole or in part.”); McCormick v. City of Ft. Lauderdale, 333 F.3d 1234, 1240 n. 7 (11th Cir.2003) (<HOLDING>). The same rule likewise applies to admissions. Options: A. holding that facts alleged in an employees affidavit were insufficient to raise an issue of fact for the purposes of defeating a summary judgment where the affidavit contradicted the employees earlier deposition statements B. holding that plaintiffs affidavit submitted at summary judgment stage and contradicting earlier deposition testimony should not be considered C. holding that a court may not consider hearsay contained in an affidavit when ruling on a summary judgment motion D. holding that it is well settled that a plaintiff may not create a factual issue for the purpose of defeating a motion for summary judgment by filing an affidavit contradicting a statement the plaintiff made in a prior deposition E. holding that the court may disregard an affidavit submitted solely for the purpose of opposing a motion for summary judgment when that affidavit is directly contradicted by deposition testimony and the nonmovant does not explain the discrepancies

assistant: The best answer is E. holding that the court may disregard an affidavit submitted solely for the purpose of opposing a motion for summary judgment when that affidavit is directly contradicted by deposition testimony and the nonmovant does not explain the discrepancies
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 Lease (including this Addendum) may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Executed copies of this Lease (including this Addendum) delivered electronically, by email in PDF or otherwise, shall be deemed the same as originals.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision or portion of this Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Plan shall be unaffected thereby and shall remain in full force and effect.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: judicial proceedings that you are able to bring against us arising from or in connection with these terms may only be brought in a court located in ireland or a court with jurisdiction in your place of residence .

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: You will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated, neither you nor your representatives shall use any of the Evaluation Materials for any purpose. Accordingly, unless required by applicable law or regulatory authority, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person (including, but not limited to, any customer, employee, supplier, creditor or competitor of the Company) the fact that discussions or negotiations are taking place concerning a possible transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof, nor will you or any of your representatives make inquiry about the Company’s business to any customer, employee, supplier, creditor or competitor of the Company. You also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by you and such third parry without the prior written consent of the Company.

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Loan Documents embody the entire agreement of the Obligors, the Floor Plan Agent, the Floor Plan Creditors, the Formula Revolver Agent and the Formula Revolver Creditors with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to the subject matter hereof and thereof and any draft agreements, negotiations and/or discussions involving any Obligor and any of the Floor Plan Agent, the Floor Plan Creditors, the Formula Revolver Agent and the Formula Revolver Creditors relating to the subject matter hereof.

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 Loan Documents constitute the entire understanding and agreement between Borrower, Lender and Trustee with respect to the Loan and supersede all prior written or oral understandings and agreements with respect to the Loan including the Loan Commitment and Borrower is not relying on any representations or warranties of Lender except as expressly set forth in the Loan Documents.

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: no actual damages as a result of that suspension because it ran concurrently with her disability leave and she therefore lost no wages or benefits as a result. The court of appeals rejected the plaintiffs attempt to analogize to Title VII precedents as justification for a nominal damage award. Instead, the court reasoned: “Because nominal damages are not included in the FMLA’s list of recoverable damages, nor can any of the listed damages be reasonably construed to include nominal damages, Congress must not have intended nominal damages to be. recoverable under the FMLA.” Id. at 1278. The Eleventh Circuit has determined that claims of mental anguish and loss of job security are not compensable under the Act. See Graham v. State Farm Mut. Ins. Co., 193 F.3d 1274, 1284 (11th Cir.1999) (<HOLDING>). In Cianci v. Pettibone Corp., 152 F.3d 723 Options: A. holding that emotional distress requires a showing of either physical symptoms or mental illness B. holding that the fmla does not allow recovery for mental distress or the loss of job security C. holding that it is wellsettled that although a plaintiff is entitled to full recovery for its damages it is not entitled to a double recovery for the same loss or injury D. holding in a fcra case that plaintiffs may not rely on mere conclusory statements rather they must sufficiently articulate true demonstrable emotional distress including the factual context in which the emotional distress arose evidence corroborating the testimony of the plaintiff the nexus between the conduct of the defendant and the emotional distress the degree of such mental distress mitigating circumstances if any physical injuries suffered due to the emotional distress medical attention resulting from the emotional duress psychiatric or psychological treatment and the loss of income if any E. holding that respas actual damages provision allows for the recovery of emotional distress

assistant: The best answer is B. holding that the fmla does not allow recovery for mental distress or the loss of job security
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: It is agreed that no waiver by a Party of any breach or default of the other Party of any of its covenants or obligations under this Agreements shall be deemed a waiver as to any subsequent and/or similar breach or default by the other Party. To be binding on the Parties, all amendments or modifications to or of this Agreement must be by a written instrument that is duly executed by an authorized representative of each Party. No amendment or modification of the terms of this Agreement, or release or discharge of a Party’s obligation under this Agreement or breach thereof, shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

assistant: Modifications