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: Each Supplement H-5 Participant employed by Loy Clark Pipeline Company as of the Merger Date became a Participant in the Plan on the Merger Date (if not already a Participant) and shall continue as a Participant in the Plan until all of the Participant’s vested account balances are distributed, subject to the terms and conditions of the Plan and this Supplement H-5.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All material governmental and third party approvals necessary in connection with the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: tripadvisor does not edit or control the user messages posted to or distributed on this website including through any chat rooms , bulletin boards or other communications forums , and will not be in any way responsible or liable for such user messages .

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: against jurisdiction is the possibly tenuous interest of the State in providing a forum for Mr. Stann’s claims. Given the other factors, however, I would conclude that Mr. Levine had sufficient minimum contacts to support jurisdiction with respect to the criminal conversation claim. Compare Eluhu, 159 N.C. App. at 360-61, 583 S.E.2d at 711-12 (affirming grant of motion to dismiss when the evidence disclosed little, if any, connection between defendant’s contacts with North Carolina and plaintiff’s cause of action; plaintiff appeared to be forum shopping; litigation would be inconvenient for defendant, who was a resident of California; and plaintiff, a resident of Tennessee, had no claim that North Carolina should provide a forum) with Fox, 176 N.C. App. at 560, 626 S.E.2d at 845 (<HOLDING>). While I acknowledge that unlike in Fox, the Options: A. holding that a foreign subsidiary that is not registered to do business in north carolina has no place of business employees or bank accounts in north carolina does not design manufacture or advertise its products in north carolina and does not solicit business in north carolina cannot be subject to personal jurisdiction in north carolina even if some of the companys products do enter north carolina through the stream of commerce B. holding that mere ownership of property in north carolina is not sufficient to establish the necessary minimum contacts for purposes of general jurisdiction C. holding that north carolina has jurisdiction over a claim arising from an accident in mississippi because the original offer of employment was accepted over the telephone while the employee was in north carolina D. holding that trial court properly concluded minimum contacts existed when defendant had numerous telephone conversations with plaintiffs husband a resident of north carolina along with email messages and sexual relations there was a direct relationship between plaintiffs injuries and defendants contacts plaintiff a resident of north carolina could not bring suit in defendants home state because of abolition of the causes of action and defendant although residing in georgia would have only a minimal travel burden E. holding that north carolina court lacked personal jurisdiction over illinois bank even though some of its customers resided in north carolina and loan proceeds were used in north carolina

assistant: The best answer is D. holding that trial court properly concluded minimum contacts existed when defendant had numerous telephone conversations with plaintiffs husband a resident of north carolina along with email messages and sexual relations there was a direct relationship between plaintiffs injuries and defendants contacts plaintiff a resident of north carolina could not bring suit in defendants home state because of abolition of the causes of action and defendant although residing in georgia would have only a minimal travel burden
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: Subject to Section 2.2(a) above, the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share, except in the case of the final vesting event). In addition, in the event that the Participant incurs a Termination of Service by the Company without Cause, by the Participant for Good Reason, as a result of the Company’s non-extension of the Employment Term or upon his death or Disability (each, as defined in the Participant’s Amended and Restated Employment Agreement with the Company dated as of July , 2017 (the “ Employment Agreement ”) and, with respect to the definition of Disability, notwithstanding the definition contained in the Plan), the Award shall thereupon vest in full, and the Restrictions shall lapse, with respect to 100% of the Shares.

assistant: Vesting
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 government from rescinding the settlement agreement reached by himself and the IRS. Moreover, in the Fourth Circuit, a claimant may not rely upon equitable estoppel to require the United States to take action in violation of a federal statute. See Estate of Hugh S. Hunt v. U.S., 103 Fed. Appx. 475, 477 (4th Cir.2004). Applied to the instant case, this rule means that Wright may not estopp the government from withdrawing the IRS’s settlement agreement. Because Wright’s case was referred to the DOJ prior to his settlement with the IRS, enforcing the settlement would run afoul of the statutory provision authorizing the IRS to compromise tax cases only prior to — not after — their transfer to the DOJ. See 26 U.S.C. § 7122; see also Brooks v. U.S., 833 F.2d 1136, 1145 (4th Cir.1987) (<HOLDING>). Requiring the government to accept the Options: A. recognizing offset method B. recognizing this method C. holding that where no witness testified in support of a method of calculating consolidated tax savings by determining todays value of past tax savings commissions use of method was improper D. holding that constructive possession need not be exclusive but may be shared by others E. holding that section 7122 is the exclusive method by which tax cases may be compromised

assistant: The best answer is E. holding that section 7122 is the exclusive method by which tax cases may be compromised
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate and (c) any transactions permitted by Sections 6.5 , 6.6 or 6.8 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

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: The Executive shall report to the Board of Directors of the Company (the “ Board ”). Subject to the oversight of the Board, the Executive shall have responsibility for (i) the exercise of the executive authority of the Company, including general and active management of the business of the Company and effectuating all orders and resolutions of the Board (either directly or through delegation of authority to other executives of the Company) and (ii) such other duties and responsibilities as may be assigned to him from time to time by the Board.

assistant: Duties
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 this sense, inasmuch as he has alleged an imminent violation of his statutory right to personal privacy within the trial court’s power to enjoin. “Standing” can also refer to various judicially-created limitations on the exercise of jurisdiction, such as “the general prohibition on a litigant’s raising another person’s legal rights, the rule barring adjudication of generalized grievances more appropriately addressed in the representative branches, and the requirement that a plaintiffs complaint fall within the zone of interests protected by the law invoked.” Allen v. Wright, 468 U.S. 737, 751, 104 S.Ct. 3315, 82 L.Ed.2d 556 (1984). It is not, however, standing in this so-called prudential sense with wh out the phrase, in Rector v. City of Bowling Green, 594 S.W.2d 891 (Ky.1979) (<HOLDING>). The question thig case presents is who, aside Options: A. holding that nonindustrial property owners did not have standing under the asserted statute to challenge an annexation B. holding that representation by state officials that they have no present plan to enforce a statute does not divest plaintiffs of standing to challenge the statute because the states position could well change C. holding that petitioners who asserted neither a property interest nor a possessory interest in property searched or seized were not entitled to assert a constitutional challenge to the search D. holding annexation ordinance void E. holding that person who is not party to contract does not have standing to challenge contract

assistant: The best answer is A. holding that nonindustrial property owners did not have standing under the asserted statute to challenge an annexation
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 sets forth the entire agreement of the Parties and fully supersedes and replaces any and all prior agreements, promises, representations, or understandings, written or oral, between the Company (and any other Released Party) and the Executive that relates to the subject matter of this Agreement. This Agreement may be amended or modified only by a written instrument identified as an amendment hereto that is executed by both Parties. Executive acknowledges that in executing this Agreement, Executive does not rely, and has not relied, upon any oral or written representation, promise or inducement by the Company and/or any of the other Released Parties, except as expressly contained in 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 case excerpt and choose the best holding from the options. Case excerpt: is also true — the same complex legislation that happened to be passed as a unitary whole cannot be considered focused on the breaching of an individual contract solely because one of its provisions is so focused. The en banc Federal Circuit in Winstar made it clear that it was discussing only the relevant provisions of FIRREA, not the entirety of the statute. 64 F.3d 1531, 1548 (Fed.Cir.1995) (en banc) (rejecting government’s argument that FIR-REA was “public and general” on grounds that “the relevant sections of FIRREA are not public and general sovereign acts”), aff'd, 518 U.S. 839, 116 S.Ct. 2432, 135 L.Ed.2d 964 (1996). Other courts dealing with the “sovereign acts” doctrine have made a similar distinction. See Sun Oil Co. v. United States, 215 Ct.Cl. 716, 572 F.2d 786, 817 (1978) (<HOLDING>); Walter Dawgie, 30 Fed.Cl. at 131-32. The Options: A. holding that adea class actions are optin actions under 216b not optout actions subject to rule 23 B. holding that the actions were not actions of public and general applicability but were actions directed principally and primarily at plaintiffs C. holding that it is well established that whether an employees actions were within the scope of employment is a question of fact and even if some of the actions were unauthorized the question of whether the actions were within the scope of employment is for the jury D. holding that causes of actions against directors of corporations for breach of fiduciary duty are contract actions E. holding that if state law provides multiple statutes of limitations for personal injury actions the general or residual statute for personal injury actions should be used for 1983 actions

assistant: The best answer is B. holding that the actions were not actions of public and general applicability but were actions directed principally and primarily at plaintiffs
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: Closing shall take place on the Closing Date, at or around 9:00 MST by or before July 8, 2016, or at such other date, place or time as AHIT and Northern shall agree in writing, but shall be deemed effective as of 12:01 a.m. MST on the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive dies, his employment with the Company and this Agreement shall automatically terminate on the date of his death. The Executive’s estate or personal representative shall be entitled to receive that portion of the Annual Salary that the Executive earned through and including the date of the Executive’s death, at the rate of the Annual Salary in effect at that time, any Termination Vacation Pay and any bonus earned prior to the date of the Executive’s death that remains unpaid. Except as provided herein or required by applicable law, neither the Executive’s estate nor his personal representative shall be entitled to any other compensation or benefits.

assistant: Death
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 Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of the State of New York without giving effect to the conflict of laws principles thereof. This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: could take the $1,200 purchase price and apply its common sense to determine a value in excess of $300 after only six months of use. Id. at 1229. The court held that there was “no competent evidence ... to prove” the computer’s value at the time of the theft. Id. In this case, there is even less evidence of value than in Smith, because the television was never returned. As in Doane, there was no evidence about the general condition of the television when stolen or the manner in which it was used. This is not a case where because of the nature of the stolen property, “reasonable persons could not doubt that its value exceeded the statutory threshold.” Kitt v. State, 834 So.2d 390, 392 (Fla. 2d DCA 2003) (Casanueva, J., concurring); see Jackson v. State, 413 So.2d 112 (Fla. 2d DCA 1982) (<HOLDING>). Because the state failed to establish the Options: A. holding that demands for benefits not less than 10 million dollars contributions greater than 50 million dollars and less than 100 million dollars and attorneys fees not less than 150000000 were ambiguous and did not satisfy the sum certain requirement B. holding that jury could properly conclude that a 37foot 1980 hunter sailboat less than one year old had a value greater than 100 C. holding inference is warranted when a 67 year old is replaced by a 59 year old D. holding that a prior north carolina conviction was for a crime punishable by imprisonment for a term exceeding one year if any defendant charged with that crime could receive a sentence of more than one year E. holding that interstate commerce nexus is established where defendant stole less than 100 from bar that imported beer from outofstate

assistant: The best answer is B. holding that jury could properly conclude that a 37foot 1980 hunter sailboat less than one year old had a value greater than 100
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: do n't infringe upon the rights of others ( e.g. , unauthorized sharing of copyrighted music or other copyrighted material , resale or other distribution of bing maps , or photographs ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence, bad faith or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the policy. There is no suggestion that Rollins was not provided with the policy or could not, for some reason personal to him, understand it. The third and fourth situations to which the reasonable expectations doctrine applies under Gordinier require “some activity which can be reasonably attributed to the insurer.” 742 P.2d at 284. NSIC did not choose the language of the Outline or circulate the Outline for promotional purposes. Rather, state law mandated the relevant language of the Outline and required that insurers distribute the Outline of Coverage along with any Medigap policy. Ariz. Admin. Code § R20-6-1113(C). Furthermore, state law mandated the level at which NSIC could cover Rollins’ hospitalization costs. Id. § R20-6-1105(C). Cf. Philadelphia Indemnity, 21 P.3d at 404 (<HOLDING>). If Medigap-covered patients are being misled Options: A. holding a variable annuity issued by an insurance company to be a covered security B. holding an insurance company liable for an accident clearly outside the protection of the policys actual terms but that could reasonably have been expected to be covered based on a promotional brochure drafted and distributed by the insurer C. holding that under georgia law a holder of a master insurance policy is an agent of the insurance company and not the insurer D. holding where an insurance policy indemnifies defense costs paid as a result of occurrences covered that the insurer need only reimburse defense costs for claims that are established to be covered through judgment and settlement and not for claims only potentially falling within the policys coverage E. holding that a closing protection letter offering to indemnify a mortgage company was not an insurance contract where although issued by an insurance company there was no distribution of the risk

assistant: The best answer is B. holding an insurance company liable for an accident clearly outside the protection of the policys actual terms but that could reasonably have been expected to be covered based on a promotional brochure drafted and distributed by the insurer
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: omitted). The Fuller court emphasized (1) the seamen’s contacts with the state, (2) the state’s interest in protecting its residents, and (3) the federal interest in uniformity of law where the job situs is in international waters. Plaintiff distinguishes Fuller and invites an application of the reasoning in Greene on the basis that the Washington statute is not in conflict with the federal law, but merely supplements it. In this regard, the Court concludes that the double wages imposed under RCW 49.52.040 are punitive in nature, as plaintiff concedes by his own description. Punitive damages are disallowed in an action for maintenance and cure. Glynn v. Roy Al Boat Management Corp., 57 F.3d 1495, 1502-05 (9th Cir.1995), cert. denied, — U.S. -, 116 S.Ct. 708, 133 L.Ed.2d 663 (1996) (<HOLDING>). This case was based primarily on the United Options: A. holding that a party may recover attorneys fees under section 38001 only if the party prevails on a cause of action for which attorneys fees are available and recovers damages B. holding attorneys fees available for willful failure to pay maintenance and cure but no additional punitive damages allowable C. holding punitive damages available for retaliatory claim under flsa D. holding what section 76872 requires is that a plaintiff who has pleaded punitive damages must offer a reasonable evidentiary basis for punitive damages and obtain an order authorizing the maintenance of the punitive damage claim as a predicate to conducting discovery of a defendants financial worth E. holding that generally punitive damages are not available for a breach of contract

assistant: The best answer is B. holding attorneys fees available for willful failure to pay maintenance and cure but no additional punitive damages allowable
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: maintenance and cure encourages maritime commerce and assures the well-being of seamen). Over the years, the courts have broadened the duty to pay maintenance and cure. It is now well-settled that maintenance and cure is payable even though the shipowner is not at fault, and regardless of whether the seaman’s employment caused the injury or illness. Calmar S.S. Corp. v. Taylor, 303 U.S. 525, 527, 58 S.Ct. 651, 652, 82 L.Ed. 993 (1938). In Taylor, the Supreme Court established that the duty to pay maintenance and cure does not necessarily end with the voyage on which the seaman falls ill,, but can continue beyond that voyage. The Court wrote that. whether the seaman is at home or abroad, his right to maintenance and cure may outlast the voyage. The pol . 997, 1001, 8 L.Ed.2d 88 (1962) (<HOLDING>); and Vella v. Ford Motor Co., 421 U.S. 1, 4, Options: A. recognizing that a deckhands routine maintenance work on a tug constituted seaman duties for flsa purposes B. holding that under the eaja a litigant did not incur fees when his former employer agreed to pay his legal fees and expenses C. holding that an assault on a seaman by his former maritime employer aboard a vessel in navigable waters had the potential to disrupt maritime commerce because it ren dered the seaman unable to fish D. holding that denial of petition for modification of maintenance was proper when the parties agreement prohibited modification of maintenance E. holding 1 that a sick seaman who is forced to work because his former employer refuses to pay maintenance and cure is not required to set off his earnings against a maintenance and cure award and 2 that the seaman may recover attorneys fees as damages when the former employer unreasonably refuses to pay maintenance and cure

assistant: The best answer is E. holding 1 that a sick seaman who is forced to work because his former employer refuses to pay maintenance and cure is not required to set off his earnings against a maintenance and cure award and 2 that the seaman may recover attorneys fees as damages when the former employer unreasonably refuses to pay maintenance and cure
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 which, by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination, or expiration of this Agreement, shall survive and continue to bind the Parties, including Articles I , V , VI , VII , VIII and XI and Sections 10.02 and 10.04 .

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be construed in accordance with the laws of the State of Illinois (without reference to choice of law principles thereof). The sole venue for any actions or proceedings pursuant to this Agreement shall be the applicable courts located in Lake County, Illinois.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the applicant’s probable right will be endangered if the writ does not issue.” Transp. Co. v. Robertson Transps., Inc., 152 Tex. 551, 556, 261 S.W.2d 549, 553 (1953); see also State v. Cook United, Inc., 464 S.W.2d 105, 106 (Tex.1971) (explaining that under Rule 683 “it is necessary to give the reasons why injury will be suffered if the interlocutory relief is not ordered”). And, when setting forth its reasons, the trial court must set forth specific reasons, and not merely make conclusory statements. Kotz v. Imperial Capital Bank, 319 S.W.3d 54, 56 (Tex.App.-San Antonio 2010, no pet.); see Tex.R. Civ. P. 683 (requiring the court’s order granting injunctive relief to “be specific in terms”); Indep. Capital Mgmt., L.L.C. v. Collins, 261 S.W.3d 792, 795-96 (Tex.App.-Dallas 2008, no pet.) (<HOLDING>); Auto-Nation, Inc. v. Hatfield, 186 S.W.3d Options: A. holding that injunction order simply setting out elements necessary for relief and failing to identify the injury from denial of the injunction was conclusory and void B. holding that the injunction did not constitute a claim C. holding that the failure of the applicant to file a bond before the issuance of the temporary injunction renders the injunction void ab initio D. holding that court lacked jurisdiction on appeal from injunction because the order was simply an interpretation of an earlier order E. holding preliminary injunction improper where it exceeded the relief sought and granted the same relief which would have been given in a final order of permanent injunction

assistant: The best answer is A. holding that injunction order simply setting out elements necessary for relief and failing to identify the injury from denial of the injunction was conclusory and void
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 audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended July 31, 2014 delivered to the Administrative Agent and the Lenders prior to the Closing Date fairly present in all material respects on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed in financial statements prepared in accordance with GAAP. The pro forma financial statements and projections delivered by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions except that such financial projections and statements shall be subject to normal year end closing and audit adjustments (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections).

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 case excerpt and choose the best holding from the options. Case excerpt: Defendant Adolfo Barron-Galvan appeals his conviction for being found in the United States after having been removed, in violation of 8 U.S.C. § 1326(a), and the resulting sentence of 15 months’ imprisonment. We affirm. 1. Plain error did not occur when the government lawyer made certain statements at sentencing. See United States v. Maldonado, 215 F.3d 1046, 1051 & nn. 5-6 (9th Cir.2000) (<HOLDING>). The government stood by its recommendation of Options: A. holding that plain error review applies where the defendant fails to object to the lack of an opportunity to allocute B. holding that a defendant who fails to object to an error at a plea colloquy hearing must satisfy the plain error rule C. holding that when a district court fails to provide reasons for imposing special conditions and the defendant fails to object we review for plain error D. holding that where a defendant fails to challenge his plea in district court he must establish plain error E. holding that we review for plain error whether the government breached its plea obligations when the defendant fails to object at sentencing

assistant: The best answer is E. holding that we review for plain error whether the government breached its plea obligations when the defendant fails to object at sentencing
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 binding upon the Partnership, the Purchaser and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties to this Agreement and as provided in Article VII, and their respective successors and permitted assigns.

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: Bolton’s qualified immunity defense has not been overcome, Millennium has failed to state a claim upon which relief can be granted. MSJ Response at 18. The City, however, misapprehends the doctrine of qualified immunity. “[Qualified immunity is not a defense to [a plaintiffs] claims for declaratory and injunctive relieff.]” See Yates v. Stalder, 217 F.3d 332, 333, n. 2 (5th Cir.2000). Furthermore, Bolton is being sued in his official capacity, not as an individual, to enjoin him from acting as directed by a Dallas City ordinance. In actions against public officials in their official capacities, the doctrine of qualified immunity plays no part, prohibiting neither the grant of injunctive relief, nor the award of attorney’s fees. See Jackson v. Galan, 868 F.2d 165, 168 (5th Cir.1989) (<HOLDING>); see also Monell v. Department of Social Options: A. holding that where a public official takes discretionary action that the official knows will directly benefit a financial interest that the official has concealed in violation of a state criminal law that official has deprived the public of his honest services under 1346 B. holding that attorneys fees may be awarded against a public official even when the official is immune from money damages C. holding police officer is a public official D. holding that punitive damages are not recoverable against a state official sued in his or her official capacity E. holding that a suit against a state official in his or her official capacity is not a suit against the official but rather is a suit against the officials office

assistant: The best answer is B. holding that attorneys fees may be awarded against a public official even when the official is immune from money damages
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 by Legal Requirements, Lender shall keep all non-public information obtained pursuant to the requirements of this Agreement in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to any of its Affiliates (provided any such Affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (b) as reasonably requested by any bona fide Co-Lender, Participant or other transferee in connection with the contemplated transfer of any Note or participations therein as permitted hereunder (provided they shall agree to keep such information confidential in accordance with the terms of this Section); (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings; (d) to Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information and either have a legal obligation to keep such information confidential or agree to keep such information confidential in accordance with the terms of this Section); (e) if an Event of Default exists, to any other Person, as deemed reasonably necessary by Lender in connection with the exercise by Lender of rights hereunder or under any of the other Loan Documents; and (f) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender on a non-confidential basis from a source other than the Borrower or any Affiliate of Borrower.

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: The Employee further represents and warrants that he freely negotiated the terms of this Agreement and that he enters into and executes it and the Release voluntarily. The Employee understands that this is a voluntary waiver of any claims under the laws and orders stated in the Release that relate in any way to his employment with, complaints about, compensation due, or separation from the Company.

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: Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of Huron at its principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan (other than exercise notice) may be waived by the person entitled to notice.

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: This Amendment shall be binding upon the Borrower and the Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Lender and to the respective successors and assigns of the Lender.

assistant: Successors
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 Company maintains with financially sound and reputable insurers insurance with coverage (including, if applicable, flood insurance as required pursuant to Section 5.29 hereof) and limits as required by law and as is customary with Persons engaged in the same or similar businesses as the Companies. Schedule 6.18 hereto sets forth all insurance carried by the Companies on the Closing Date, setting forth in reasonable detail the amount and type of such insurance.

assistant: Insurances
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: Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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: The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to complete the Note Exchange Transactions, including the issuance of the Common Shares and the Preferred Shares, in accordance with the terms hereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Securities and the reservation for issuance of shares of the Company’s common stock issuable upon conversion of the Preferred Shares, have been duly authorized by the Company's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

assistant: Authorizations
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 later than the date as of which an amount relating to any Award Installment first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditioned on such payment or arrangements and the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the right to deduct any such Taxes from any payment of any kind otherwise due to Participant. At vesting of any Award Installment, Restricted Stock Units and any related Dividend Equivalent Units vesting on such vesting date will be valued at the Fair Market Value of the Company’s Stock on such date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given ( a ) on the date of delivery if delivered personally or by telecopy, facsimile or electronic mail, upon confirmation of receipt, ( b ) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or ( c ) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

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: Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other person who holds an outstanding Award.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or discriminatory conduct toward women in the office), alongside Junk’s discriminatory statements about women in the workplace, R. 31-3 (Gullett Aff. ¶ 20) (Page ID #407), would permit a reasonable juror to conclude that there was a hostile work environment. In one particularly egregious example, reasonable jurors could even find that Junk’s conduct was “physically threatening.” Phillips, 854 F.3d at 327, At a point when Junk and Daniels “were not on good terms,” Junk— while holding an AR-15—told Daniels, “Don’t worry, I’m not that mad, ha, ha, ha, ha.” R. 26-2 (Daniels Dep. at 30-31) (Page ID #235-36). Other courts have held similar behavior to constitute a hostile work environment, and I would do the same here. See Cordero-Suárez v. Rodríguez, 689 F.3d 77, 79, 82-83 (1st Cir. 2012) (<HOLDING>). I would also reverse the district court’s Options: A. recognizing that the elements of title vii sexually hostile work environment claims apply to icra sexually hostile work environment claims B. holding that a supervisor who approached an employees desk with a workissued gun and said im going to screw you up contributed to a hostile work environment C. recognizing a hostile work environment claim under section 1983 D. holding that a viable hostile work environment claim requires an environment that a reasonable person would find hostile or abusive E. holding that there was nohostile work environment where a supervisor after negotiating with another supervisor for a printer told a jewish employee soon im going to be the only one at this terminal wearing a yarmulka

assistant: The best answer is B. holding that a supervisor who approached an employees desk with a workissued gun and said im going to screw you up contributed to a hostile work environment