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 Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Loan Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business or of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, including without limitation the Revolving Loan Documents, (b) will not conflict with or violate any material provisions of any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except (i) any Consents of any party to a Material Contract or any other Person (other than a Governmental Body) with respect to which the failure to obtain could not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect, (ii) any immaterial Consents of any Governmental Body, or (iii) those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party under the provisions of any material agreement, instrument, or other document to which such Loan Party is a party or by which it or its property is a party or by which it may be bound, including without limitation, the Revolving Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: agreement. He agreed that the State could file habitual offender proceedings against him in the event of a probation violation and could use his admission concerning his prior felony convictions. As we have stated, Defendant benefitted from the plea agreement. The habitual offender enhancement at the time of the probation violation carried out the expectation of the parties under the plea agreement. Defendant waived his present argument that the habitual offender enhancement is unlawful. See State v. Sanchez, 2001-NMCA-060, ¶¶ 20-21, 130 N.M. 602, 28 P.3d 1143 (upholding waiver of collateral attack of prior convictions in plea agreement when the defendant subsequently contested their validity at probation revocation); State v. Joanna V, 2003-NMCA-100, ¶¶ 6-10, 134 N.M. 232, 75 P.3d 832 (<HOLDING>). Sentencing Ambiguity {10} Defendant Options: A. holding that it is the burden of the party who failed to preserve his argument to demonstrate plain error B. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing C. holding that a party had failed to preserve an argument for appellate review when that party had failed to argue the issue to the trial court either at trial or in his postjudgment motion D. holding that child failed to preserve argument that detention for violating court orders was illegal by entering plea agreement agreeing to the detention E. holding that the constitution does not require the government to disclose impeachment evidence prior to entering a plea agreement with a criminal defendant

assistant: The best answer is D. holding that child failed to preserve argument that detention for violating court orders was illegal by entering plea agreement agreeing to the detention
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) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender (other than a Defaulting Lender) a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) during the period from and including the Amendment Effective Date to but excluding the date on which such Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which all the Commitments terminate, commencing on the first such date to occur after the Amendment Effective Date; provided that any facility fees accruing after the date on which all the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 (or 366, as the case may be) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or another’s goods or services; (2) that the statement actually deceives or is likely to deceive a substantial segment of the intended audience; (3) that the deception is material in that it is likely to influence purchasing decisions; (4) that Defendant caused the statement to enter interstate commerce; and (5) that the statement results in actual or probable injury to Plaintiff. Id. at 1348; see also, Cook, Perkiss and Liehe, Inc. v. Northern California Collection Service, Inc. 911 F.2d 242, 244 (9th Cir.1990). In order to withstand a summary judgment motion, there must also be evidence that the injury was “competitive” i.e., that the plaintiffs ability to compete with the defendant was actually harmed. See Halicki v. United Artists Communications Inc., 812 F.2d 1213 (9th Cir.1987) (<HOLDING>); Barrus v. Sylvania, 55 F.3d 468, 470 (9th Options: A. holding that the remedy in a prison conditions case must remedy actual injuries that have been identified by the court and suffered by the plaintiffs B. holding that section 43a of the lanham act protects trade dress C. holding that the statute of limitations for all of plaintiffs eleven causes of action including those brought under lanham act 43a 15 usc 1125a and lanham act 43c 15 usc 1125c is four years D. holding that 43a of the lanham act is confined to remedy injuries to a competitor E. holding that reasonable anticipation standard for the tort of passing off under section 43a of the lanham act remains the law in the third circuit

assistant: The best answer is D. holding that 43a of the lanham act is confined to remedy injuries to a competitor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no action, suit or proceeding, in law or in equity or other litigation pending, or, to the Borrower’s knowledge, threatened, relating to such Property and none of the Borrowers has received notice from any Person (including without limitation any Governmental Authority) that such Property is subject to any consumer litigation which could have a material and adverse effect on the value of any such Property.

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: Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided, however, that SV3 may assign any of its rights hereunder to any of its Affiliates. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. In the event any party hereto assigns or transfers any Ordinary Shares to any Affiliate of such party, such Affiliate shall be bound by this Agreement the same as the party that assigned or transferred such Ordinary Shares.

assistant: Assignments
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: During the Employment Period and thereafter, (i) Executive agrees that he shall not make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, in any material respect, the reputation, business or character of the Company, any of its Affiliates or any of their respective directors, officers or employees (collectively, “ Company Persons ”) and (ii) the Company agrees that it shall instruct its officers and directors not to make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, in any material respect, the reputation, business or character of Executive; provided that neither party shall be required to make any untruthful statement or to violate any law; and provided , further , that either party may make any truthful statement or communication to any third party which is made for legitimate business purposes, or which clarifies or corrects any statement or other communication by or on behalf of the other party, or, in the case of the Company, any Company Person, which impugns or attacks, or is otherwise critical of, in any material respect, the reputation, business or character of either party or any Company Person.

assistant: Non-Disparagement
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: Martucci, Missouri Practice Series, Employment Law and Practice section 5:20 (2013-2014 ed.2013) (noting that whether harassment is sufficiently severe or pervasive “generally is a factual issue for the jury, and the finding of sufficient severity depends on the nature and degree of the conduct”). “ ‘Once -there is evidence of improper conduct and subjective offense, the determination of whether the conduct rose to the level of abuse is largely in the hands of the jury.’ ” Cooper, 204 S.W.3d at 245 (quoting Howard v. Burns Bros., Inc., 149 F.3d 835, 840 (8th Cir.1998) (emphasis added)). Summary judgment will rarely be appropriate, therefore, in discriminatory harassment cases that turn on whether an employer’s conduct is objectively severe or pervasive. Cf. Daugherty, 231 S.W.3d at 818 (<HOLDING>). Rather, once subjectively offensive conduct Options: A. holding that summary judgment is not appropriate if the resolution of material issues depends upon credibility determinations B. holding that in title vii cases the mixedmotives theory of discrimination is available in cases with circumstantial evidence of discrimination C. holding that because discrimination cases often depend on inferences rather than on direct evidence summary judgment should not be granted unless the evidence could not support any reasonable inference for the nonmovant and summary judgment is appropriate in such cases only in those rare instances where there is no dispute of fact and where there exists only one conclusion quoting johnson 931 f2d at 1244 D. holding that in title vii cases the mixedmotive theory of discrimination is available in cases with circumstantial evidence of discrimination E. holding that summary judgment is rarely appropriate in employment discrimination cases where determination of discriminatory animus requires the resolution of factual disputes that turn on reasonable inferences

assistant: The best answer is E. holding that summary judgment is rarely appropriate in employment discrimination cases where determination of discriminatory animus requires the resolution of factual disputes that turn on reasonable inferences
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: 727 N.E.2d 763, 768 (Ind.Ct.App.2000)). Thus, in Rexroot, we held that the probation condition prohibiting contact with minors was neither vague nor overbroad. Rex-roat, 966 N.E.2d at 178. Brateher's probation condition 15 is reasonably related to Bratcher's treatment and to the protection of public safety. Additionally, just as in Rexroat, we conclude that Bratcher's probation condition restricting his contact with minors is not vague or overbroad. See also Smith, 779 N.E.2d at 117 (upholding the defendant's probation conditions that restricted him from being alone with minors and from participating in activities involving minors where those conditions were reasonably related to the treatment of the defendant and protection of public safety and children); Stott, 822 N.E.2d at 179-80 (<HOLDING>). Thus, we conclude that the trial court did Options: A. holding that the defendants probation condition that restricted his contact with minors was a protective measure for children and would assist the defendant in his rehabilitation B. holding that warrantless search as probation condition was a valid limitation to the defendants fourth amendment rights when defendant asserted the condition was not reasonably related to rehabilitation C. holding that probationer failed to satisfy the donaldson test for determining if a probation condition is not reasonably related to the probationers rehabilitation and therefore the trial court did not abuse its discretion in imposing random urinalysis as a condition of probation D. holding that probationer failed to satisfy two of the three prongs of the donaldson test for determining if a probation condition was reasonably related to the probationers rehabilitation and that the district court did not abuse its discretion in imposing random urinalysis as a condition of probation E. holding that the defendantchild molesters probation conditionwhich restricted his internet access unless he had prior approval of his probation officerwas reasonably related to his reintegration into the community and to protecting the public

assistant: The best answer is A. holding that the defendants probation condition that restricted his contact with minors was a protective measure for children and would assist the defendant in his rehabilitation
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 notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the Parties at their addresses specified in the preamble to this Agreement or to such other addresses of which a Party shall have notified the others in accordance with the provisions of this Section 7.7 , and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the Party to be notified, (b), if sent by electronic mail or facsimile (with electronic confirmation of receipt) on the recipient’s next business day, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.

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: of Hialeah, 508 U.S. 520, 534, 113 S.Ct. 2217, 124 L.Ed.2d 472 (1993) (“Facial neutrality is not determinative .... The [Free Exercise] Clause forbids subtle departures from neutrality and covert suppression of particular religious beliefs.” (internal quotation marks and citations omitted)). In reaching this conclusion we do not suggest that “every religious sect or group within a prison— however few in number — must have identical facilities or personnel.” Cruz v. Beto, 405 U.S. 319, 322 n. 2, 92 S.Ct. 1079, 31 L.Ed.2d 263 (1972). But under Turner, neutrality must be ensured, or its absence sufficiently explained in light of a legitimate penologoical interest, for summary judgment to be appropriate. See Thornburgh v. Abbott, 490 U.S. 401, 415-16, 109 S.Ct. 1874, 104 L.Ed.2d 459 (1989) (<HOLDING>); see also Hammer v. Ashcroft, 512 F.3d 961, Options: A. recognizing that it serves no discernible public purpose to draw distinctions between clinical social work and other mental health professions with regard to the need for confidentiality B. holding that prison regulations impinging on prisoners constitutional rights are only valid where reasonably related to legitimate penological interests C. holding that turners neutrality requirement allows a prison policy to draw distinctions so long as those distinctions flow from the governments legitimate penological interest D. holding that prison administration may infringe upon prisoners first amendment rights as long as the infringement is reasonably related to legitimate penological interest E. holding a publisheronly rule was constitutional because prison administrators are accorded deference and rule was reasonably related to the penological interest of maintaining internal prison security

assistant: The best answer is C. holding that turners neutrality requirement allows a prison policy to draw distinctions so long as those distinctions flow from the governments legitimate penological interest
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 CCS Party has all requisite limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each CCS Party of this Agreement and each of the other Transaction Documents to which it is a party, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of such CCS Party. This Agreement has been duly executed and delivered by each CCS Party, and upon the execution and delivery by each CCS Party of each of the other Transaction Documents to which it is a party, such Transaction Documents will be duly executed and delivered by each CCS Party. This Agreement constitutes, and upon execution and delivery by each CCS Party of each of the other Transaction Documents to which it is a party, such Transaction Documents will constitute, the valid and binding obligations of such CCS Party, enforceable against such CCS Party in accordance with their terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: utility which here provides both regulated (interLATA service) and deregulated (PBX and software) services. Sprint’s regulated service is not at issue in this case. Hence, the PUC has no jurisdiction here over the DOC, and its jurisdiction over Sprint is not implicated. A. Jurisdiction Over the DOC We begin by noting that the Safebloek system was provided as a privilege to inmates for the purpose of making personal telephone calls. Powell does not argue, and this court has never held, that inmates have a constitutional right to use the phone for personal and social purposes. Although prisoners do have a right of access to the courts, which can include telephonic access upon occasion, such access is not at issue in this case. See, e.g., Ramos v. Lamm, 639 F.2d 559, 582-85 (10th Cir,1980)(<HOLDING>). The record in this case indicates that a Options: A. holding that the total denial of all access to the law library for seven months violated the plaintiffs constitutional right of access to the courts B. recognizing a right of access to civil proceedings C. holding that reasonable access includes general facility access without notice and patient access with twentyfour hour notice D. holding that prisoners have a constitutional right to meaningful access to courts and examining the facility as a whole to determine whether such access was sufficient E. holding that a plaintiff has no absolute unconditional right of access to the courts and no constitutional right of access to prosecute frivolous or malicious actions

assistant: The best answer is D. holding that prisoners have a constitutional right to meaningful access to courts and examining the facility as a whole to determine whether such access was sufficient
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 specifically understood and agreed that any breach of the provisions of Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have in the event of a breach or threatened breach of Section 8 above, the Company shall be entitled to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without bond and without liability should such relief be denied, modified or violated. Furthermore, in the event of any breach of the provisions of Section 8.1 or 8.2 above or a material and willful breach of any other provision in Section 8 above (the “ Forfeiture Criteria ”), the Company shall be entitled to cease making any severance payments being made hereunder and in the event of a breach of any provision of Section 8 above that satisfies the Forfeiture Criteria and that occurs while Executive is receiving severance payments in accordance with Section 6 above (regardless whether the Company discovers such breach during such period of severance payment or anytime thereafter), notwithstanding anything to the contrary herein, the Company’s obligations under this Agreement shall be deemed modified such that the Company’s obligations pursuant to Section 6 shall be limited to five hundred dollars ($500); it being understood , that, of those five hundred dollars ($500), two hundred and fifty dollars ($250) shall be deemed to be consideration for the release by Executive of any claim under the Age Discrimination in Employment Act of 1967, and two hundred and fifty dollars ($250) shall be deemed to be consideration for the release by Executive of all other claims released by the General Release.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 48, and fully “active.” See Gorman v. Ameritrade Holding Corp., 293 F.3d at 512. Defendant’s website is considerably less “active” than the one described in Gorman, where customers were able to open accounts, transmit funds to their accounts, and buy and sell securities online through Ameritrade’s website. See id. at 513. The defendant’s website, by contrast, does not permit online registration. Instead, interested parties must download an application form, sign it, and return it “along with required identification documents that must be ‘certified by an attorney, a lawyer, an embassy authority, consulate or high commission of the country of issue.’ ” Mot. at 7-8; but see Obabueki v. I.B.M., Inc., Civil No. 99-11262, 2001 WL 921172, 2001 U.S. Dist. LEXIS 11810 (S.D.N.Y. Aug. 14, 2001) (<HOLDING>). Defendant’s website has more in common with Options: A. holding that a nonresident defendants contract in this case a guaranty with a pennsylvania business entity alone cannot automatically establish sufficient minimum contacts B. holding that when determining whether a nonresident defendant has continuous and systematic contacts with texas sufficient to support general jurisdiction courts examine the defendants contacts and forumrelated activities only up to the time that suit was filed C. holding that personal jurisdiction is proper if party has sufficient minimum contacts D. holding that mere ownership of property in north carolina is not sufficient to establish the necessary minimum contacts for purposes of general jurisdiction E. holding website with downloadable application sufficient to establish contacts

assistant: The best answer is E. holding website with downloadable application sufficient to establish contacts
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: she was compensated less than each of these male employees in at least one year, (see Clark Decl. Ex. 80), and a reasonable jury could conclude that Huerta and Rizzo, as heads of regional teams, held substantially identical positions as Garcia, (Defs.’ 56.1 ¶¶ 230, 233). Even if I assumed that all seven of Garcia’s alleged comparators held a position that v^as substantially equivalent to Garcia’s position, Garcia’s claims under the EPA and NYLL still fail because Barclays has proven an applicable affirmative defense—that it relied on factors other than sex in determining Garcia’s compensation and had legitimate business reasons for implementing those factors. See Forden v. Bristol Myers Squibb, 63 Fed.Appx. 14 (N.D.N.Y. 2001), aff'd 63 Fed.Appx. 14, 15 (2d Cir. 2003) (summary order) (<HOLDING>). As set forth in detail above, (see supra Options: A. holding that disparities in compensation were due to a number of permissible factors including seniority experience and performance B. recognizing same factors C. holding that the admissibility of lay witness identification testimony turns on a number of factors D. holding that plaintiffs evidence of statistical disparities in hiring promotion and compensation was sufficient to support claim of intentional discrimination where the employment decisions were based on completely subjective criteria E. recognizing a sound economic argument for the totaloffset rule as applied to estimates that exclude these latter factors while only including individual seniority and promotion gains

assistant: The best answer is A. holding that disparities in compensation were due to a number of permissible factors including seniority experience and performance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court summarily denied one claim and summarily dismissed the remaining claims as facially insufficient. The order stated that Brigham could amend the facially insufficient claims. The order did not specify a deadline within which to file the amended motion. Approximately a year later, Brigham, through counsel, filed his amended motion. The postconviction court dismissed Brigham’s amended motion as untimely because it was filed more than two years after his judgment and sentence became final. However, because the postconviction court’s February 1, 2005, order gave leave to amend and did not place a deadline on when Brigham could refile his motion, the court erred in dismissing the amended rule 3.850 motion as untimely. See Jumper v. State, 903 So.2d 264, 265-66 (Fla. 2d DCA 2005) (<HOLDING>); see also Mendes v. State, 770 So.2d 202 (Fla. Options: A. holding that defendants 3850 motion for postconviction relief was procedurally barred as successive where the defendants current rule 3850 motion is one that could have or should have been raised in his first rule 3850 motion B. holding that claims raised on direct appeal are procedurally barred from consideration in a rule 3850 motion C. holding defendant was not barred from raising sentencing issue in rule 3850 motion by virtue of prior rule 3850 motion which did not raise any sentencing issues D. holding that an involuntary plea claim is cognizable in a rule 3850 motion E. holding that rule 3850 motion was not time barred where the order did not place any time limitation on when the defendant would refile his rule 3850 motion

assistant: The best answer is E. holding that rule 3850 motion was not time barred where the order did not place any time limitation on when the defendant would refile his rule 3850 motion
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 Sponsor shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Sponsor promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Sponsor shall not relieve the Sponsor of its obligations hereunder. The Sponsor shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Sponsor shall pay the fees and expenses of such counsel. The Sponsor shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer through the Asset Representations Reviewer’s own bad faith, willful misfeasance or negligence in performing its obligations under this Agreement or breach of this Agreement. The indemnification provided in this Section 4.3(c) shall survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer. The Sponsor acknowledges and agrees that amounts owing to the Asset Representations Reviewer in respect of the indemnification provided hereunder shall not be limited to or reduced by the amount of Available Amounts on deposit in the Collection Account, except to the extent that such Available Amounts have been allocated to make a payment to the Asset Representations Reviewer on the next-occurring Payment Date pursuant to Section 4.04(a) of the Series 2017-A Indenture Supplement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will be binding upon, and will inure to the benefit of, Vapor, VPRB and Mr. Frija, and each of their respective heirs, executors, administrators, legal representatives, 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: Ann. § 21-3-201 to -203, -205 (Michie 1996), which prohibits age discrimination in public employment but does not manifest consent to be sued for such discrimination in federal court. See Atascadero State Hosp. v. Scanlon, 473 U.S. 234, 239-40, 105 S.Ct. 3142, 87 L.Ed.2d 171 (1985) (“A state will be deemed to have waived its immunity only where stated by the most express language or by such overwhelming implication from the text as [will] leave no room for any other reasonable construction.”) (internal quotations omitted); Burk v. Beene, 948 F.2d 489, 493 (8th Cir.1991) (<HOLDING>). Accordingly, we affirm. 1 . The Honorable Options: A. holding that tribes did not waive their immunity by intervening in administrative proceedings because any waiver must be unequivocal and may not be implied B. holding that the tribal defendants removal of the case amounted to a clear and unequivocal waiver of immunity in federal court C. holding that the waiver of sovereign immunity must be clear and unequivocal D. holding that the united states is liable for interest only in the event of a clear statutory waiver of sovereign immunity E. holding that fraud on the court must be supported by clear unequivocal and convincing evidence

assistant: The best answer is C. holding that the waiver of sovereign immunity must be clear and unequivocal
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: relief through that avenue. It is true that several jurisdictions recognize an exception to at-will termination via a tort for retaliatory or wrongful discharge where the discharge contravenes public policy. See, e.g. Sheets v. Teddy’s Frosted Foods, Inc., 179 Conn. 471, 427 A.2d 385, 388-89 (1980) (recognizing a claim for wrongful discharge in violation of public policy where plaintiff was fired for insisting his employer comply with FDA requirements); Martin Marietta Corp. v. Lorenz, 823 P.2d 100, 108 (Colo.1992) (recognizing cause of action under public policy exception to at-will termination doctrine where employee refused to report falsely to his superior the safety and quality of a machine); Palmateer v. Int’l Harvester Co., 85 Ill.2d 124, 52 Ill.Dec. 13, 421 N.E.2d 876 (1981) (<HOLDING>). However, Florida does not have such a public Options: A. holding that an atwill employee who alleges retaliatory discharge for the filing of a workers compensation claim has stated a cause of action under pennsylvania law B. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy C. holding employee has cause of action for retaliatory discharge in contravention of public policy where employee was fired for reporting fellow employees alleged criminal activities to local law enforcement D. holding that employees retaliatory discharge based on employees election to public office did not violate public policy E. recognizing retaliatory discharge cause of action when employee discharged to prevent vesting of pension benefits

assistant: The best answer is C. holding employee has cause of action for retaliatory discharge in contravention of public policy where employee was fired for reporting fellow employees alleged criminal activities to local law enforcement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): trade secrets, inventions, drawings, file data, documentation, diagrams, specifications, know how, processes, formulas, models, flow charts, software in various stages of development, source code, object code, research and development procedures, research or development and test results, marketing techniques and materials, marketing and development plans, price lists, pricing policies, business plans, information relating to customers and/or suppliers' identities, characteristics and agreements, financial information and projections, and employee files.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Awards shall be paid in cash by the Company on or about the September 15th immediately following the end of the Company's fiscal year in which they were earned, but in no event later than the next following March 15th (or such later date as is permitted under Internal Revenue Service regulations or guidance with respect to qualifying the awards under the short-term deferral exception under Treasury Regulation Section 1.409A-1(b)(4)). No Awards shall be increased with interest due to a delayed payment. A Participant who is employed on the last day of the Plan Year or who qualifies for a pro rata payment under Section 9.1 of the Plan need not be employed by the Premier Group on the date that payment of the Award is actually made.

assistant: Payments
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: 738 F.3d 1253, 1257 (11th Cir.2013). Those five requirements are: (1) throughout the petitioner’s sentencing, direct appeal, and first § 2255 proceeding, this Court’s precedent had specifically and squarely foreclosed the claim raised in the § 2241 petition; (2) after the petitioner’s first § 2255 proceeding, the Supreme Court overturned that binding precedent; (3) that Supreme Court decision applies retroactively on collateral review; (4) as a result of that Supreme Court decision applying retroactively, the petitioner’s current sentence exceeds the statutory maximum; and (5) the savings clause of § 2255(e) reaches his claim. See id. at 1274. We do not address all five requirements because doing so is not necessary to decide this case. Jeanty fails to satisfy the third th Cir.2001) (<HOLDING>). If Apprendi’s rule is not retroactive on Options: A. holding that booker does not apply retroactively to collateral proceedings under 2255 B. holding the apprendi rule does not apply retroactively in the context of a 2241 petition C. holding that because apprendi does not apply retroactively neither does blakely D. holding that apprendi does not retroactively apply to 2255 motions E. holding that apprendi does not retroactively apply to 2241 petitions

assistant: The best answer is D. holding that apprendi does not retroactively apply to 2255 motions
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: under the Retirement Plans in order to calculate the appropriate benefits, ... [i]n the absence of an allocation to a particular year or. over particular years it is not clear what, if any, impact on benefit accruals the Award would have.” J.A. 831. 6 . The district court rejected MetLife's res ju-dicata and collateral estoppel arguments on the ground that Roganti’s claim in this federal action arose after the arbitration and, therefore, that Roganti could not have had a “full and fair opportunity to litigate that issue in the prior arbitral forum.” Roganti I, 2012 WL 2324476, at *4-5. 7 . Some authority arguably suggests that an administrator’s interpretation of an arbitral award is more appropriately reviewed de novo. See Hogan v. Raytheon Co., 302 F.3d 854, 856 (8th Cir.2002) (<HOLDING>); Dial v. NFL Player Supplemental Disability Options: A. holding that we review issues of statutory interpretation de novo B. holding that we review a district courts interpretation of a statute de novo C. holding that de novo review was appropriate where administrators decision turned on interpretation of divorce decree D. holding statutory interpretation is subject to de novo review E. recognizing de novo standard of review

assistant: The best answer is C. holding that de novo review was appropriate where administrators decision turned on interpretation of divorce decree
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 be given to the Company hereunder shall be in writing and shall be addressed to the Corporate Secretary, Kate Spade & Company, 5901 Westside Avenue, North Bergen, NJ 07047, or at such other address as the Company may hereafter designate to the Participant by notice as provided in this Section 12. Any notice to be given to the Participant hereunder shall be addressed to the Participant’s home address of record, or at such other address as the Participant may hereafter designate to the Company by notice as provided herein. A notice shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive it.

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: The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Commencement Date of this Agreement and continuing for a three-year period (the " Initial Term "), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for additional successive one-year periods (each, a " Subsequent Term ") in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to continue such employment at least 90 days prior to the expiration of the Initial Term or any Subsequent Term, as applicable (the Initial Term, together with all Subsequent Terms hereunder, shall hereinafter be referred to as the " Term ").

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to, and such Issuing Bank shall, issue Letters of Credit for the account of the Obligors or their respective Subsidiaries, in a form reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from time to time during the Availability Period; provided that the Existing Letters of Credit shall be deemed Letters of Credit issued pursuant to this Agreement on the Effective Date; provided further that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a Borrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Grom has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agent's commissions or any similar charges in connection with this Agreement or the Transaction contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 637, 113 S.Ct. 1710, 123 L.Ed.2d 353 (1993). A federal habeas court must grant relief if it is in “grave doubt” as to the harmlessness of the error. O’Neal v. McAninch, 513 U.S. 432, 436, 115 S.Ct. 992, 130 L.Ed.2d 947 (1995); Fullwood v. Lee, 290 F.3d 663, 679 (4th Cir.2002). “ ‘[G]rave doubt’ exists when, in the relevant circumstances, the question is so evenly balanced that the reviewing court finds itself in ‘virtual equipóse’ [sic] on the harmlessness issue.” Barbe v. McBride, 521 F.3d 443, 461 (4th Cir.2008); Fullwood, 290 F.3d at 679; accord O'Neal, 513 U.S. at 435, 115 S.Ct. 992. The test is whether it can be said with fair assurance that not a single juror’s decision was swayed by resort to the extrinsic influence of the dictionary. See Parker, 385 U.S. at 366, 87 S.Ct. 468 (<HOLDING>); Lawson v. Borg, 60 F.3d 608, 613 (9th Options: A. holding that a defendants claim that a jury was not impartial must focus on the jurors who ultimately sat B. holding right of accused to trial by impartial jury justified postverdict protection of jurors from harassment and did not violate first amendment C. holding that defendant has constitutional right to be tried by impartial jury unprejudiced by extraneous influence D. holding that a defendant is entitled to be tried by 12 not 9 or even 10 impartial and unprejudiced jurors E. holding that a defendant could not establish stricklands prejudice prong because any erroneous exclusion of an impartial juror was harmless because we have every reason to believe the replacement was also an impartial juror the defendant does not dispute that he was convicted and sentenced by an impartial jury and he presents no reason to think that a jury composed of a slightly different set of impartial jurors would have reached a different verdict

assistant: The best answer is D. holding that a defendant is entitled to be tried by 12 not 9 or even 10 impartial and unprejudiced jurors