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 case excerpt and choose the best holding from the options. Case excerpt: the F.D. Rich decision, courts deciding the issue had held almost without exception that the provision was a venue requirement. United States ex rel. Capolino Sons, Inc. v. Electronic & Missile Facilities, Inc., 364 F.2d 705, 707 (2d Cir.), cert. denied, 385 U.S. 924, 87 S.Ct. 239, 17 L.Ed.2d 148 (1966). It is well settled that venue provisions are subject to contractual waiver. National Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311, 315, 84 S.Ct. 411, 414, 11 L.Ed.2d 354 (1964). Three circuits have addressed forum selection clauses that conflict with the Miller Act’s venue provisions. All three have held that as a mere venue requirement, § 270b(b) is subject to contractual waiver by a valid forum selection clause. See FGS Constructors, Inc. v. Carlow, 64 F.3d 1230, 1233 (8th Cir.1995) (<HOLDING>); G & C Enterprises, 62 F.3d at 36; In re Options: A. holding that a partys repeated representations that venue was proper in one forum waived its right to bring a subsequent motion under 28 usc 1406a challenging venue B. holding the miller acts venue requirement could be waived by defendants C. holding that where a defendant if given the opportunity to renew a motion for a change of venue immediately prior to trial but fails to do so the right to challenge venue is waived D. holding that the failure of three defendants to object to venue did not waive a fourth defendants objection and therefore affirming the trial courts decision to transfer venue E. holding that the defendant waived the issue of change of venue where the trial court denied the motion for a change of venue without prejudice stating that it was willing to reconsider the motion at any time during the jury selection process but the defendant never renewed the motion for a change of venue

assistant: The best answer is B. holding the miller acts venue requirement could be waived by defendants
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 (other than the provisions that expressly state that they shall survive termination of this Agreement) shall terminate upon payment in full of the Obligations (other than (x) obligations and liabilities under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank shall have been made, (y) contingent indemnification obligations not yet accrued and payable and (z) Cash Management Obligations).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: because it is not narrowly drawn to accomplish those ends. The problem is that the ordinance recites those interests only at the highest order of abstraction, without ever explaining how they are served by the sign code’s regulations generally, much less by its content-based exemptions from those regulations. In Dimmitt, we noted that even if the government’s interest in aesthetics and traffic safety could be sufficient justification for content-based regulation of signs, those interests “clearly áre not served by the distinction between government and other types of flags; therefore, the regulation is not ‘narrowly drawn’ to achieve its asserted end.” Dimmitt, 985 F.2d at 1570 (emphasis added) (quoting Perry, 460 U.S. at 45, 103 S.Ct. 948); see also, e.g., Gilleo, 986 F.2d at 1184 (<HOLDING>). The same is true here — the. sign code Options: A. holding that an ordinance was not narrowly drawn since it was not the least restrictive alternative available B. holding that the plaintiffs due process challenge to a city ordinance was barred because it was inextricably intertwined with a statecourt ruling that plaintiff lacked standing to challenge the ordinance C. holding that a plaintiff had standing to attack an entire ordinance including portions of the ordinance not applied to the plaintiff D. holding that it was an abuse of discretion to admit the record when an admission was available E. holding that because zoning restrictions are in derogation of property rights where a term in a zoning ordinance is undefined an ambiguity in that term must be construed in favor of the property owner and the least restrictive use of the land

assistant: The best answer is A. holding that an ordinance was not narrowly drawn since it was not the least restrictive alternative available
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: you agree not to reproduce , duplicate , copy , sell , trade , resell or exploit for any commercial purposes , any portion or use of , or access to , the yahoo services ( including content , advertisements , software and your yahoo id ) .

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: If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions; provided that the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuers, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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: This Agreement may be executed in counterparts (including by facsimile or portable document format (“ PDF ”)), each of which shall be deemed an original and both of which together shall constitute one and the same instrument. At the request of either Employer or Employee, the other party will confirm facsimile or PDF counterparts by signing a duplicate original document.

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 case excerpt and choose the best holding from the options. Case excerpt: authorization of an emergency procurement ... and ... this [was] a matter of public importance which could occur at any time....” Id. at 169, 666 S.E.2d at 240. However, in the present case, SCDOT has determined the inspection of private bridges is against its own policy. Thus, we find the matter will neither “affect future events [n]or have collateral consequences.” IV. Remaining Issues Finally, Appellants argue the circuit court erred in finding SCDOT was legitimately assisting a municipality and in failing to find SCDOT violated Article X, sections 5 and 11 of the South Carolina Constitution. Based on our resolution of the issues of standing and mootness, we need not reach this issue. See Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598, 613, 518 S.E.2d 591, 598 (1999) (<HOLDING>). CONCLUSION For the foregoing reasons, the Options: A. holding appellate court need not discuss remaining issues when decision on prior issue disposes of appeal B. holding an appellate court need not address remaining issues when resolution of another issue disposes of the appeal C. holding that appellate courts need not address remaining issues when the resolution of a prior issue is dispositive D. holding an appellate court need not address remaining issues on appeal when its determination of a prior issue is dispositive E. holding an appellate court need not review remaining issues when its determination of another issue is dispositive of the appeal

assistant: The best answer is B. holding an appellate court need not address remaining issues when resolution of another issue disposes of the appeal
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: has jurisdiction to sua sponte impose a pre-filing injunction, and we believe that the rationale of that decision is equally applicable to a modification. Although Martin-Trigona and Brown imply that a district court may sua sponte modify an existing injunction to deter vexatious filings, they do not explicitly adopt this holding. Based on our precedent, we conclude that the exercise of this power is permitted by Rule 60(b)(5) of the Federal Rules of Civil Procedure. Rule 60(b)(5) states the following: “On motion and upon such terms as are just, the court may relieve a party ... from a final judgment [or] order [when] ... it is no longer equitable that the judgment should have prospective application.” See Agostini v. Felton, 521 U.S. 203, 215, 117 S.Ct. 1997, 138 L.Ed.2d 391 (1997) (<HOLDING>). The one-year limitation period applicable to Options: A. 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 B. holding that a significant change in decisional law will permit the district court in its sound discretion to prospectively modify a permanent injunction under rule 60b5 C. recognizing a permanent injunction as a means of ordering specific performance D. holding that a party may obtain relief from a district courts permanent injunction pursuant to rule 60b5 E. holding that where a district courts preliminary injunction preventing the appellant from terminating its agreement with the defendant had expired the appellants appeal of the district courts decision to grant that injunction was moot

assistant: The best answer is D. holding that a party may obtain relief from a district courts permanent injunction pursuant to rule 60b5
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Plan shall automatically be extended for one (1) additional year at the end of the Initial Term, and then again after each successive one (1) year period thereafter (each such one (1) year period following the Initial Term is referred to as a "Successive Period"). However, the Board or the Committee may terminate this Plan at the end of the Initial Term, or at the end of any Successive Period thereafter, by giving the then-covered Executives written notice of intent to terminate the Plan, delivered prior to the September 15th preceding the year in which such Initial Term or Successive Period is scheduled to end. If such notice is properly delivered by the Company, this Plan, along with all corresponding rights, duties, and covenants, shall automatically expire at the end of the Initial Term or Successive Period then in progress. Each Executive shall be required to provide the Company with at least sixty (60) days' notice prior to terminating his or her employment other than for Good Reason or for Limited Good Reason.

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 Agreement will be governed under the internal laws of the state of Illinois without regard to principles of conflicts of laws. Executive agrees that the state and federal courts located in the state of Illinois will have exclusive jurisdiction in any action, lawsuit or proceeding based on or arising out of this Agreement, and Executive hereby (a) submits to the personal jurisdiction of such courts, (b) consents to the service of process in connection with any action, suit, or proceeding against Executive, and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, venue or service of process.

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: other equitable relief, costs, and attorneys fees (Doc. 115) is granted in part and denied in part as follows: plaintiff shall recover from defendant back pay in the amount of $8,063, with prejudgment interest thereon in the amount of $1,363; plaintiffs costs and reasonable attorney’s fees; compensatory damages as found by the jury in the amount of $1,000; pecuniary damages as found by the jury in the amount of $12,000; and punitive damages as found by the jury in the amount of $20,000. 1 . 42 U.S.C. §§ 2000e et seq. 2 . See Whatley v. Skaggs Cos., 707 F.2d 1129, 1138 (10th Cir.1983) ("title 42 U.S.C. § 2000e-5(g) leaves to the discretion of the trial court the amount of back pay to be awarded a successful plaintiff in an employment discriminatio 61 F.Supp.2d 1219 (D.Kan.2001) (<HOLDING>). 11 . See Defendant's Trial Exhibit No. 416. Options: A. holding that an award of back pay under title vii remains an equitable remedy to be awarded by the district court in its discretion B. holding that an award of back pay is an issue for the court C. holding that an arbitral award of back pay that continued beyond the expiration of the collective bargaining agreement was perfectly appropriate because the agreement contained no provision restricting back pay to the term of the agreement D. holding that back pay may be awarded to the date of judgment E. recognizing equitable nature of back pay award under age discrimination in employment act

assistant: The best answer is B. holding that an award of back pay is an issue for the court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall keep and maintain (and shall cause Owner to keep and maintain) all Intellectual Property relating to the use or operation of the Property and, except as set forth on Schedule V , all Intellectual Property shall be held by and (if applicable) registered in the name of Borrower or Owner. Borrower shall not (and shall not permit Owner to) Transfer or let lapse any Intellectual Property without Lender’s prior consent.

assistant: Intellectual Property
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 entire agreement between the parties hereto with respect to and any change of control severance compensation, and supersedes all, understandings and arrangement, both oral and written, between the parties hereto with respect to such subject matter.

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: Except as otherwise required by law, Ellis will not disclose any of the terms of this Agreement to anyone other than (a) his spouse or professional advisors who agree to maintain the confidentiality of such terms, or (b) the Equal Employment Opportunity Commission or any comparable state or local agency.

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 case excerpt and choose the best holding from the options. Case excerpt: unrelated.” Brungarb v. BellSouth Telecomms., Inc., 231 F.3d 791, 799 (11th Cir.2000) (internal quotations omitted). To satisfy this showing, a plaintiff must generally establish “that the decision maker was aware of the protected conduct at the time of the adverse employment action.” Id. “[CJlose temporal proximity between the employee’s protected conduct and the adverse employment action is sufficient circumstantial evidence to create a genuine issue of material fact of a causal connection.” Id. However, when an employer makes a tentative decision before protected activity occurs, the fact that an employer proceeds with such a decision is not evidence of causation. See Clark County Sch. Dist. v. Breeden, 532 U.S. 268, 272, 121 S.Ct. 1508, 1511, 149 L.Ed.2d 509 (2001) (per curiam) (<HOLDING>). On appeal, Brown argues that there is Options: A. holding that whether an employee decides to assist the charging party or refuses to assist the employer the employer may not retaliate against the employee because this decision of the employee constitutes participation in an investigation or proceeding under title vii B. holding employee not terminated in bad faith because no evidence suggested that employer discharged employee in order to retain em ployees previously earned sales commissions C. holding that where an em ployer contemplated transferring an employee before the employer learned that the employee filed a title vii suit the employers decision to proceed along lines previously contemplated though not yet definitively determined did not establish evidence of causality D. holding that an employee could not establish pretext when the employer in good faith believed that the employee engaged in misconduct regardless whether the employee in fact engaged in the misconduct E. holding that res judicata properly barred claims based on an employers decision to terminate an employee because the termination was not a fresh act of discrimination rather it was the same decision not to allow the employee to return to work that the employee had challenged previously

assistant: The best answer is C. holding that where an em ployer contemplated transferring an employee before the employer learned that the employee filed a title vii suit the employers decision to proceed along lines previously contemplated though not yet definitively determined did not establish evidence of causality
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: are a valid time, place or manner restriction.” The district court proceeded to consider the Ward factors and concluded that: (1) the restriction is independent of the content of the speech within the walkway; (2) the elimination is narrowly tailored to serve security, safety and asset protection purposes; and (3) the elimination leaves open ample alternative channels for .Plaintiffs’ speech. See Ward v. Rock Against Racism, 491 U.S. 781, 109 S.Ct. 2746, 105 L.Ed.2d 661 (1989). We have explained that a “district court has inherent authority to modify a preliminary injunction in consideration of new facts.” A & M Records, Inc. v. Napster, Inc., 284 F.3d 1091, 1098 (9th Cir.2002) (citing System Federation No. 91 v. Wright, 364 U.S. 642, 647-48, 81 S.Ct. 368, 5 L.Ed.2d 349, (1961)) (<HOLDING>). Here, Defendants’ security concerns about Options: A. holding that trial justice has wide discretion to determine relevancy of evidence B. holding that the standard that the district court must apply when considering a motion to dissolve an injunction is whether the movant has made a showing that changed circumstances warrant the discontinuation of the order C. holding that trial court has wide discretion in determining sufficiency of foundation for opinion testimony D. holding that a district court has wide discretion to modify an injunction based on changed circumstances or new facts E. recognizing that an order denying a motion to modify a family court order where the motion is based on changed factual or legal circumstances is appealable as a special order after final judgment

assistant: The best answer is D. holding that a district court has wide discretion to modify an injunction based on changed circumstances or new facts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Before submitting a Measured Enterprise’s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online

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: L.Ed.2d 347 (1987). The Supreme Court explained that this action, which was unrelated to the objective of an authorized intrusion into the house, exposed concealed parts of the apartment to view and produced a new invasion of privacy that constituted a search. Id. at 325, 107 S.Ct. 1149. Analyzing the reasonableness of the search, the Supreme Court held that probable cause is generally required to conduct a search of an object in plain view, and the officer’s reasonable suspicion that the equipment was stolen was not enough to support the movement and examination of the stereo equipment. Id. at 325-29, 107 S.Ct. 1149. Here, we agree that Officer Harter’s movement of the laptop to view its serial number constituted a search under the Fourth Amendment. See id. at 324-25, 107 S.Ct. 1149 (<HOLDING>). Because Officer Harter’s action exceeded the Options: A. holding that an officers movement of stereo components to examine their serial numbers was a search within the meaning of the fourth amendment B. holding an officers movement of stereo equipment to view a serial number constituted a search under the fourth amendment C. holding that the observation of evidence in plain view is not a search for purposes of the fourth amendment and does not require a warrant D. holding seizure of evidence in plain view reasonable under fourth amendment E. holding that canine sniff not a search under the fourth amendment

assistant: The best answer is B. holding an officers movement of stereo equipment to view a serial number constituted a search under the fourth amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the express intention and agreement of the parties hereto that the provisions of Sections 7, 8 and 9 hereof shall survive the termination of this Agreement and any termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

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: Any material litigation against any Loan Party or any Subsidiary shall be initiated by Buffalo Wild Wings and not dismissed within 30 days. There is entered against any Loan Party or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $500,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay on the part of the Sponsor, the Servicer, the Asset Representations Reviewer, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by either party under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 case excerpt and choose the best holding from the options. Case excerpt: actual settlement negotiations or, at the least, to a settlement relationship between the parties. Simply because the letters were sent by Commerce Center’s predecessor in interest does not remove the essential tone for settlement from the letters. Even assuming, arguendo, that redacted versions of the letters should have been admitted by the trial judge, we find no prejudice. It is well settled that the admission and rejection of testimony are matters largely within the trial court’s sound discretion, the exercise of which will not be disturbed on appeal absent an abuse of that discretion. Pike v. South Carolina Dep’t of Transp., 343 S.C. 224, 540 S.E.2d 87 (2000); see also R & G Constr., Inc. v. Lowcountry Reg’l Transp. Auth., 343 S.C. 424, 540 S.E.2d 113 (Ct.App.2000), cert. granted (<HOLDING>). In order for this Court to reverse a case Options: A. holding that summary judgment may be reversed when it is based on an error of law B. holding that it was an abuse of discretion to admit the record when an admission was available C. holding that the determination of whether statements are excited utterances is within the trial courts discretion and its ruling will be reversed only for an abuse of that discretion D. holding the courts ruling to admit or exclude evidence will only be reversed if it constituted an abuse of discretion amounting to an error of law E. holding it was not an abuse of discretion to exclude testimony

assistant: The best answer is D. holding the courts ruling to admit or exclude evidence will only be reversed if it constituted an abuse of discretion amounting to an error of law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive the Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. Except or otherwise provided in Section 10 hereof, the validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles.

assistant: Miscellaneous
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: without being hampered by fear of defamation suits.” Houpe v. City of Statesville, 128 N.C. App. 334, 346, 497 S.E.2d 82, 90 (internal citations omitted), disc. review denied, 348 N.C. 72, 505 S.E.2d 871 (1998). In deciding whether a statement is absolutely privileged, a court must determine (1) whether the statement was made in the course of a judicial proceeding; and (2) whether it was sufficiently relevant to that proceeding. Harris v. NCNB Nat’l Bank of N.C., 85 N.C. App. 669, 672, 355 S.E.2d 838, 841 (1987). These issues are questions of law to be decided by the court. Scott v. Statesville Plywood & Veneer Co., 240 N.C. 73, 76, 81 S.E.2d 146, 149 (1954) (“the question of relevancy or pertinency is a question of law for the courts”); Harris, 85 N.C. App. at 674, 355 S.E.2d at 842 (<HOLDING>). Statements made in a deposition are Options: A. holding that absolute privilege applies to proposed but unfiled complaint B. recognizing privilege C. holding that privilege applies in similar factual circumstances D. recognizing an absolute privilege for police records in a habeas corpus action E. holding that absolute immunity applies to claims of perjured testimony

assistant: The best answer is A. holding that absolute privilege applies to proposed but unfiled complaint
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 Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited except as provided in Section 8(b)(iii) or Section 9(a)(iii) of the Plan and except that, in the case of the Participant's Termination of Employment after he has at least 80 Points as defined in Section 2.49 of the OGE Energy Corp. Retirement Plan, as amended and restated effective as of January 1, 2013, such Termination of Employment will be considered a Termination of Employment due to Retirement under Section 8(b)(iii) of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Program Sponsor nor any Employer represents or guarantees that any particular federal, state, or local income, payroll, personal property or other tax consequence will result from participation in this Program or payment of benefits under this Program. Notwithstanding anything in this Program to the contrary, the Administrator may, in its sole discretion, deduct and withhold applicable taxes from any payment of benefits under this Program. For the avoidance of doubt, each Participant and Beneficiary shall be responsible for any and all taxes, interest, and penalties. The Administrator also may permit such obligations to be satisfied by the transfer to the Program Sponsor or any Employer of cash, shares of Common Stock, or other property.

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 case excerpt and choose the best holding from the options. Case excerpt: the state offense that Degrate was charged with was a felony. Further, there was no testimony that Appellant knew what the state offense was or whether it was a felony. Therefore, there was insufficient evidence regarding the state crime that Degrate was charged with in order for it to serve as the felony needed for Appellant’s conviction. Next, we turn to the federal offense for, which the marshals were arresting Degrate on the day in question. De-grate was charged with felon in possession of a firearm, which is a felony, and therefore, if the State proved that Appellant knew of the charge, her felony conviction is valid. However, Degrate’s federal indictment was sealed. Federal Rule of Criminal Procedure 6(e)(4) states: The magistrate judge to whom an indictment (11th Cir.1985) (<HOLDING>). As the rule states, the existence of the Options: A. holding over B. holding that facially valid indictment may not be challenged on the ground that it is based on inadequate evidence C. holding that a juvenile questioned by an officer over the phone was not in custody D. holding that an indictment gave sufficient notice when the indictment charged the elements of the offense E. holding that locating and gaining custody over a defendant is not the only valid reason for sealing an indictment

assistant: The best answer is E. holding that locating and gaining custody over a defendant is not the only valid reason for sealing an indictment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the skyscanner services and skyscanner platforms are not intended for children under 13 years of age , and no one under the age of 13 may provide any information to , on or via the skyscanner services and/or skyscanner platforms .

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: This Letter Agreement, the License Agreement and the Stock Purchase Agreement set forth the entire agreement among the Parties as to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties as to the subject matter hereof. The terms of this Letter Agreement shall control over any contrary terms of the License Agreement or Stock Purchase Agreement. This Letter Agreement and all disputes arising out of or related to this Letter Agreement, or the performance, enforcement, breach or termination hereof, and any remedies relating thereto, will be construed, governed, interpreted and applied in accordance with the laws of the State of New York, without regard to conflict of laws principles.

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: Each of the provisions of this Agreement constitutes independent and separable covenants. Any portion of this Agreement that is determined by a court of competent jurisdiction to be overly broad in scope, duration, or area of applicability or in conflict with any applicable statute or rule will be deemed, if possible, to be modified or altered so that it is not overly broad or in conflict or, if not possible, to be omitted from this Agreement. The invalidity of any portion of this Agreement will not affect the validity of the remaining sections 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: Borrower shall use proceeds of the Loan to (a) make deposits of the Reserve Funds, (b) make distributions to Equity Owner, (c) pay costs and expenses incurred in connection with the closing of the Loan and any Securitization related to the Loan, and (d) to the extent any proceeds remain after satisfying clauses (a) through (c) above, for such lawful purpose as Borrower shall designate.

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: with the adjacent channel, “making it difficult to determine where the ‘water’ ends and the ‘wetland’ begins.” Id. at 742,126 S.Ct. 2208. The plurality explained that “[a]n intermittent, physically remote hydro-logic connection” would be inadequate to meet this prong of its test. See id. 2. Justice Kennedy’s Concurrence Justice Kennedy set forth a different test for analyzing whether the wetlands at issue in Rapanos fell under the jurisdiction of the CWA. Seizing upon language contained in SWANCC, he stated that “the Corps’ jurisdiction over wetlands depends upon the existence of a significant nexus between the wetlands in question and navigable waters in a traditional sense.” Id. at 779, 126 S.Ct. 2208. He fur r.2006), cert. denied, 552 U.S. 948, 128 S.Ct. 375, 169 L.Ed.2d 260 (2007) (<HOLDING>). In the present case, it is unnecessary for us Options: A. holding that justice kennedys test provides the controlling rule for determining jurisdiction B. recognizing that other courts have found the type of test reliable but finding that this particular urinalysis test was unreliable since the lab did not perform a backup test or identify lab test results and state left questions about how probationers diabetes affected the results C. holding that the ordinary observer test should be the sole test for determining whether a design patent has been infringed D. holding that jurisdiction exists if either the pluralitys test or kennedys test is met E. holding that a defendants right to an independent blood alcohol test means the right to a test that is not subject to government manipulation

assistant: The best answer is D. holding that jurisdiction exists if either the pluralitys test or kennedys test is met
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: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (a) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Delinquent Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with §15.1.2)) or (b) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however, (i) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (ii) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

assistant: Releases
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 specifically set forth below, this Agreement, together with the amendment to the RSU Agreements, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting 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: States v. Hall, 801 F.2d 356, 358 (8th Cir.1986) (“In a possession offense the intent to defraud is difficult to prove when the quality of the counterfeit is poor.”). Mousli claims that his phony bills are inadequately convincing to prove intent to defraud, even if they are considered counterfeit. Other courts have inferred intent to defraud in the counterfeiting context by examining “surrounding circumstances” in cases mostly dealing with the “passing” of counterfeit bills from one person to another. Pérez, 698 F.2d at 1171 (finding the most important “surrounding circumstance” to be the fact that defendant segregated his counterfeit bills from the genuine bills in his pocket); United States v. Rice, 652 F.2d 521 (5th Cir.1981) (relying upon use of enlarged counterfeit bill to m 1966) (<HOLDING>); United States v. King, 326 F.2d 415 (6th Options: A. holding other acts evidence that was permissible to demonstrate a plan to defraud was also admissible to establish intent knowledge and absence of mistake B. holding that the question of guilty knowledge and especially intent to defraud may be shown by other than direct evidence C. holding that the statute requires actual intent to hinder delay or defraud creditors or the trustee constructive intent to defraud does not suffice D. holding that direct proof of intent to defraud is unnecessary and that it may be inferred from the act of the parties and from all circumstances E. holding that intent and knowledge can be proved by circumstantial evidence

assistant: The best answer is B. holding that the question of guilty knowledge and especially intent to defraud may be shown by other than direct evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to UGI provided for in this Grant Letter shall be addressed to UGI in care of the Corporate Secretary at UGI’s headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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 case excerpt and choose the best holding from the options. Case excerpt: Holt argued that the Board enacted the revisions on the same day that it set the deadline to apply under the old ordinance, thereby creating and taking away a right at the same time. Section 3-3-36 had only one requirement, that a member have a service-related injury. Section 3-3-37 grandfathered members who had submitted an application for service-connected disability as of December 9,1996. Thus, according to Holt, although he qualified under section 3-3-36, it was impossible for him to submit his application timely because the earliest he could have submitted it, even if he had been aware of the changes on December 9,2000, was December 10,1996. The County argued that certain events must occur before an inchoate right vests. Pitts v. City of Richmond, 235 Va. 16, 366 S.E.2d 56 (1988) (<HOLDING>). In the case at hand, filing the application Options: A. holding that retirement benefits are accrued benefits under erisa B. holding railroad retirement benefits are not community property by congressional action C. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed D. holding that inchoate rights to retirement benefits do not vest until a member qualifies E. holding that military retirement benefits are current pay and thus significantly different than other retirement benefits

assistant: The best answer is D. holding that inchoate rights to retirement benefits do not vest until a member qualifies