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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in the event that you and oculus can not resolve a dispute and you do not pursue your claims through small claims court , you or oculus shall promptly submit the dispute to binding arbitration at the office of the american arbitration association ( `` aaa '' ) .

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: The written information furnished in writing to the Administrative Agent and the Lenders by or on behalf of any Credit Party or any Restricted Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) (excluding projected financial information, pro forma financial information, estimated financial information and other projected or estimated information contained in such information), taken as a whole, and after giving effect to any updates provided, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that, (x) it is understood that financial statements only contain such disclosures as are required by GAAP and (y) with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information (including those delivered subsequent to the Closing Date), the Borrower only represents that, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Administrative Agent and the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary materially from such projections).

assistant: Disclosures
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 Stock Unit Agreement shall specify the number of Shares to which the Stock Unit Grant pertains and is subject to adjustment of such number in accordance with Section 11. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.

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: to the jury that Shepherd smoked marijuana, he was not unduly prejudiced by Fleischer’s remark. Fleischer also stated that when he first walked up to the apartment complex, he recognized Shepherd from other contact he had had with him. Although no evidence was introduced to mitigate the prejudicial nature of this statement, the Commonwealth’s proposed admonition explained that the jury should not hold this comment against Shepherd because Fleischer patrolled Shepherd’s neighborhood often and was trained to be familiar with the people living there. Even though Shepherd declined the proposed admonition, if it had been offered, it would have cured any potential prejudice. When an admonitory cure is possible, a mistrial is not required. Graves v. Commonwealth, 17 S.W.3d 858, 865 (Ky.2000) (<HOLDING>). Lastly, Fleischer testified that he and the Options: A. holding if the admonition would have cured the prejudice there is no necessity for a mistrial even if the appellant declined to request an admonition B. holding that there is no prejudice if an error had little likelihood of affecting the verdict C. holding regarding sixth amendment prejudice if there is no reasonable possibility that the appellate court would have ruled in his favor there can be no strickland prejudice D. holding that a request for an instruction on entrapment should be refused even if there is evidence to support the defense if the defendant has denied under oath the acts constituting the crime that is charged E. holding that a judges constitutional challenges to commissions admonition would have been considered by the arkansas supreme court had such matters been on the record

assistant: The best answer is A. holding if the admonition would have cured the prejudice there is no necessity for a mistrial even if the appellant declined to request an admonition
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any provision hereof to the contrary, no Transfer of a Capital Commitment Interest in the Company may be made except in compliance with all federal, state and other applicable laws, including federal and state securities laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: courts will not apply it to parties falling outside those limitations, even if the parties stipulate that the law should apply.” Gravquick A/S, 323 F.3d at 1223. The Ninth Circuit in Gravquick, consistent with the Fourth, Sixth, and Seventh circuits, held that a specific territorial limitation on the application of a state law must be given effect even where the parties contractually agree that the state law must apply. Id.; see Peugeot Motors of Am., Inc. v. E. Auto Distrib., Inc., 892 F.2d 355, 358 (4th Cir.1989) (refusing to apply New York law to out-of-state franchisee’s contractual dispute where the franchisee did not conduct business in New York, despite existence of New York choice-of-law clause); Cromeens, Holloman, Sibert, Inc. v. AB Volvo, 349 F.3d 376, 386 (7th Cir.2003) (<HOLDING>); Bimel-Walroth Co. v. Raytheon Co., 796 F.2d Options: A. holding that under illinois law interpreting the meaning of a contract is a question of law determined by the court B. holding that geographic limitation in illinois franchise law prevents its application to dispute with outofstate franchisor notwithstanding express illinois choiceoflaw clause C. holding there was no personal jurisdiction over nonresident guarantor of equipment lease although payments were made to illinois bank the guaranty was accepted in illinois and it provided that it would be gov erned by illinois law D. holding that illinois wage law did not apply to nonresident employee who worked outside the state even though eim ployers primary place of business was in illinois E. holding that the united states was a statutory loaning employer under illinois law

assistant: The best answer is B. holding that geographic limitation in illinois franchise law prevents its application to dispute with outofstate franchisor notwithstanding express illinois choiceoflaw clause
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 Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrowers nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.

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 legal provision and list the applicable contract clause categories. Provision: From and after the Closing, each of Daily Engage and the Members shall, and shall cause its or their Affiliates to, hold, and shall use its or their reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Buyer, except to the extent that Daily Engage and/or the Member can show that such information (a) is generally available to and known by the public through no fault of Daily Engage and/or the Member, any of its or their Affiliates or their respective Representatives; or (b) is lawfully acquired by Daily Engage and/or the Member, any of its or their Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Daily Engage and/or the Member or any of its or their Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Daily Engage and/or the Member shall promptly notify Buyer in writing and shall disclose only that portion of such information which Daily Engage and/or the Member is advised by its counsel in writing is legally required to be disclosed, provided that Daily Engage and/or the Member shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is not assignable or transferable by either party without the prior written consent of the other, except to a successor to all or substantially all of Operator’s assets or business relating to the subject matter of this Agreement. All other assignments or transfers (including by operation of law) shall require the express prior written consent of Operator. Notwithstanding the foregoing, Operator may subcontract any of its obligations hereunder to a third party.

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 case excerpt and choose the best holding from the options. Case excerpt: an individual to be a de facto official the community must acquiesce accordingly); State v. Gambrell, 814 P.2d 1136, 1139 (Utah Ct.App.1991) ("[The acts of one who assumes official authority and exercises duties under color of a valid appointment or election are valid where the community acquiesces to his authority."). 123 Here, community acquie appellant did not object to the qualifications of a member of the committee which recommended revocation of his medical license at the outset of the hearing, and holding that committee member had de facto authority to serve); In re Thompson's Estate, 269 P. at 127-28 (bolding that a district court judge had de facto authority and noting that the parties knew but did not object to the district judge's participation); Gambrell, 814 P.2d at 1137 (<HOLDING>). 124 Mr. Pett asserts that his immediate Options: A. holding a county and a road district had standing to sue state highway commission and county tax collector based on their interest in and control over the public roads of the county B. holding that a court reporter had de facto authority and noting that the objection to the reporters qualifications was first made after the jury rendered its verdict C. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions D. holding that the county attorney had de facto authority and noting that the objection to the county attorneys authority was first made on appeal E. holding that both saline county and grant county had jurisdiction to try the appellant for murder where the actual killing occurred in one county but the acts requisite to the consummation of the murder and the subsequent disposal of the body occurred in the other county

assistant: The best answer is D. holding that the county attorney had de facto authority and noting that the objection to the county attorneys authority was first made on 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 legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of the Plan to the contrary, the Committee or Board may determine, in their discretion, that upon the occurrence of a transaction involving the consummation of a reorganization, merger, consolidation or similar transaction involving the Company (other than a reorganization, merger, consolidation or similar transaction in which the Company’s shareholders immediately prior to such transaction own more than 50% of the combined voting power entitled to vote in the election of directors of the surviving corporation), a sale of all or substantially all of its assets, the liquidation or dissolution of the Company, the acquisition of a significant percentage, which shall be no less than beneficial ownership (within the meaning of Rule 13d-3 under the Act) of 20%, of the voting power of the Company, (each a “Change in Control Event”), which shall not include preliminary transaction activities such as receipt of a letter of interest, receipt of a letter of intent or an agreement in principle, and, within three months immediately prior to or two years following the Change in Control Event, a Participant’s employment or service relationship with the Company, a Subsidiary or an Affiliated Company is terminated (a “Termination Event”) that (i) Stock Options and Stock Appreciation Rights may become immediately exercisable; (ii) restrictions and deferral limitations applicable to any Restricted Stock or Restricted Stock Unit Award may become free of all restrictions and limitations and become fully vested and transferable; (iii) all Performance Awards may be considered to be prorated, and any deferral or other restriction may lapse and such Performance Awards may be immediately settled or distributed; (iv) the restrictions and deferral limitations and other conditions applicable to any Other Stock Unit Awards or any other Awards granted under the Plan may lapse and such Other Stock Unit Awards or such other Awards may become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the Award not previously forfeited or vested. Notwithstanding the foregoing, with respect to any Award issued prior to May 1, 2015 or any Performance Award or Performance Award converted to a Restricted Stock Unit Award issued on or after May 1, 2015 to a Participant, a Termination Event shall not be required in order for (i) – (iv) of this Section to occur. Notwithstanding the definition of Change in Control Event above in this Section 11, to the extent required to avoid the adverse tax consequences under Section 409A of the Code, a Change in Control Event shall be deemed to occur only to the extent it also meets the requirements for a change in control event for purposes of Section 409A of the Code.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: content removed from the service may continue to be stored by instagram , including , without limitation , in order to comply with certain legal obligations , but may not be retrievable without a valid court order .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: He contends that a mistrial should have been granted due to: (1) the misconduct of the prosecuting attorney, and (2) Sergeant DeGraff’s testimony about the guns found at Turbe’s house. Each of the asserted grounds is addressed below. 1. Prosecutorial Misconduct We review prosecutorial misconduct using a two-part test. First, we must determine whether the prosecutor’s conduct was improper. If so, we ask whether, in the context of the trial as a whole, the misconduct created sufficient prejudice as to violate the defendant’s due process rights. See Marshall v. Hendricks, 307 F.3d 36, 63-64 (3d Cir. 2002) (initially analyzing whether the prosecutor’s conduct at trial was improper, and if so, whether the misconduct violated the defendant’s due process rights). Here, th 8th Cir. 2002) (<HOLDING>). In determining whether prosecutorial Options: A. holding that argument regarding victim of prior offense was improper B. holding that the prosecutors question to the defendant about a prior unrelated offense was improper C. holding that while the prosecutors question was improper in light of the overwhelming evidence there was no reversible error in the denial of defendants motion for mistrial D. holding that state prosecutors agreements with defendant not binding on federal prosecutors E. holding that the prosecutors indirect reference to a defendants prior conviction was improper

assistant: The best answer is B. holding that the prosecutors question to the defendant about a prior unrelated offense was improper
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: but also must give the de fendant credit for the full elapsed period of the administrative suspension, see id. § 1311-A(5)(C). This interleaving, the petitioner suggests, signifies that the civil sanction must itself be punitive. We do not accept this syllogism. A remedial sanction is not transmogrified into a punishment simply because a similar sanction sometimes may be imposed as part of a criminal sentence. See Hicks ex rel. Feiock v. Feiock, 485 U.S. 624, 631, 636, 108 S.Ct. 1423, 1429, 1431-32, 99 L.Ed.2d 721 (1988) (explaining that the characterization of a sanction as remedial or punitive depends on the nature of the sanction itself, not the proceeding in which it is imposed); United States v. Salerno, 481 U.S. 739, 746-47, 107 S.Ct. 2095, 2101-02, 95 L.Ed.2d 697 (1987) (<HOLDING>). In all events, the credit provision, fairly Options: A. holding that civil settlements have no bearing on decisions of criminal punishment and imposition of a restitution order is a form of punishment and part of a criminal sentence B. holding that the use of the written form is mandatory and that failure to use the written form as mandated is reversible error C. holding that police officers charge to protect the public differentiated them from the public D. holding that although imprisonment is generally thought to be the paradigmatic form of punishment pretrial detention to protect the public is not regarded as punitive E. holding that the good faith requirement of the whistleblower statute was not met where the purpose of the employee at the time of the making of reports was not to protect the public but to protect the jobs of himself and his coworkers

assistant: The best answer is D. holding that although imprisonment is generally thought to be the paradigmatic form of punishment pretrial detention to protect the public is not regarded as punitive
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 parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by applicable law. In the event that Sections 12 or 13 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, I hereby acknowledge and agree that Eaton does not owe me any financial obligation as I am not bound by such section, nor will I seek any compensation from Eaton based on this Agreement or any provision thereof. I agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.

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: As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a Base Salary of two hundred and ninety thousand ($290,000.00) per year, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive will be entitled to Executive’s then in effect Base Salary prorated to the date of termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any amendments hereto may be executed by the Parties hereto individually or in any combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same agreement. Execution and delivery of this Agreement and any amendments by the Parties shall be legally valid and effective through: (i) executing and delivering the paper copy of the document; (ii) transmitting the executed paper copy of the document by facsimile transmission, or electronic mail in “portable document format” (“.pdf”) or other electronically scanned format; or (iii) creating, generating, sending, receiving or storing by electronic means this Agreement and any amendments, the execution of which is accomplished through use of an electronic process associated with this Agreement, and executed or adopted by a Party with the intent to execute this Agreement (i.e., “electronic signature” through a process such as DocuSign®).

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: the “reasonable suspicion” standard discussed in United States v. Arvizu, 534 U.S. 266, 273-274, 122 S.Ct. 744, 151 L.Ed.2d 740 (2002). (Docket No. 108 at 2). The Plaintiffs rely on United States v. King, 604 F.3d 125 (3d Cir.2010), for the proposition that the “probable cause” standard should be applied in this case. (Docket No. 111 at 3). Unfortunately, King provides little guidance as to this issue for two separate reasons. First, the sentence in King relied upon by the Plaintiffs directly contradicts the Supreme Court’s decision in Steagald. Compare King, 604 F.3d at 137 (“Officers may enter a third party’s residence to arrest the subject of an arrest warrant if they have probable cause to believe she is inside”) (emphasis added), with Steagald, 451 U.S. at 205-206, 101 S.Ct. 1642 (<HOLDING>). Second, the decision in King was issued more Options: A. holding that an arrest warrant without a search warrant does not permit law enforcement authorities to enter a third partys home to legally search for the subject of the arrest warrant B. holding that absent consent or exigent circumstances law enforcement officers cannot legally search for the subject of an arrest warrant in the home of a third party without first obtaining a search warrant C. holding that in die absence of exigent circumstances the mere existence of probable cause does not justify a nonconsensual entry by police into a home without an arrest or search warrant D. holding that arrest warrant does not authorize search of thirdparty dwelling in which arrestee does not reside in the absence of consent or exigent circumstances E. holding that in the absence of consent or exigent circumstances a law enforcement officer must procure a search warrant before searehing for the subject of an arrest warrant in the home of a third party

assistant: The best answer is E. holding that in the absence of consent or exigent circumstances a law enforcement officer must procure a search warrant before searehing for the subject of an arrest warrant in the home of a third party
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 remove any copyright , proprietary , or identification markings included within the catalogs and not to create any derivative works based on catalog content ( other than by including them in your listings ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Mondelēz International and each other Borrower jointly and severally agrees to indemnify and hold harmless each Agent and each Lender, each of their respective affiliates and each of their and their respective affiliates’ control persons, directors, partners, officers, employees, representatives, advisers, attorneys and agents (each, an “ Indemnified Party ”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party, in each case in connection with or arising out of, or in connection with the preparation for or defense of, any investigation, litigation, or proceeding (i) relating to this Agreement or any of the other documents delivered hereunder, the Advances or any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by any Borrower, whether or not such Indemnified Party is a party to such transaction, or (ii) relating to Mondelēz International’s or any other Borrower’s consummation of any transaction or proposed transaction contemplated hereby (whether or not consummated) or entering into this Agreement, or to any actions or omissions of Mondelēz International or any other Borrower, any of their respective Subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or proceeding is brought by Mondelēz International or any other Borrower or any other Person; provided , however , that neither Mondelēz International nor any other Borrower shall be required to indemnify an Indemnified Party from or against any portion of such claims, damages, losses, liabilities or expenses that is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party. Paragraph (c) of this Section 9.04 shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

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: Each party hereto acknowledges and agrees that such party will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the other party and, in the case of the Company, its officers, directors, partners, employees, affiliates or agents thereof, in either a professional or personal manner, except that the foregoing shall not limit normal competitive activities; provided that, in the case of the Executive, such competitive activities are in compliance with the Executive’s obligations under Section 5.2.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: vimeo plus , pro and business : in addition to offering basic ( free ) vimeo memberships , we offer vimeo plus , pro , and vimeo business subscriptions .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 482 F.3d 860 (6th Cir.2007), the Sixth Circuit found that an administrator had acted arbitrarily and capriciously where he failed to “ ‘review ... the quality and quantity of the ... evidence and the opinions on both sides of the issues.’ ” Id. at 865 (quoting McDonald v. W.S. Life Ins. Co., 347 F.3d 161, 172 (6th Cir.2003)). The court held that the administrator’s denial of benefits failed under this standard. Contrary to the plaintiffs assertion, the existence of a conflict of interest that arises from a plan administrator deciding issues in which the company has a financial interest does not require a different standard, although the conflict “shapes” the application of the arbitrary and capricious standard of review. Miller v. Metro. Life Ins. Co., 925 F.2d 979, 984 (6th Cir.1991) (<HOLDING>) (citing Brown v. Blue Cross & Blue Shield of Options: A. holding that the heightened arbitrary and capricious standard applies where a plan administrator despite delegating its claim processing duties to a third party exercises the ultimate authority to determine for itself whether payments should be made out of its own assets B. holding that a court is to factor an insurers dual role into its review under the arbitrary and capricious standard though the standard remains arbitrary and capri cious C. holding that when applying an arbitrary and capricious standard of review the courts role is to determine whether the plan administrators decision was completely unreasonable D. holding that where a company pays plan beneficiaries from its own assets its perpetual conflict with its profitmaking role as a business must shape the application of the arbitrary and capricious standard E. holding that a company that generated revenue from the sale of its assets remained in business

assistant: The best answer is D. holding that where a company pays plan beneficiaries from its own assets its perpetual conflict with its profitmaking role as a business must shape the application of the arbitrary and capricious standard
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: if any provision of this agreement is held to be invalid or unenforceable , then such provision shall be construed , as nearly as possible , to reflect the intentions of the invalid or unenforceable provision , with all other provisions remaining in full force and effect .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: day. 10 . See Williamson, 148 F.3d at 465; Waltman, 875 F.2d at 478; cf., e.g., Waltman, 875 F.2d at 478 (5th Cir.1989) (graffiti in several locations, announcements over public address system, multiple public instances of unwanted touching). But cf. Watts v. Kroger Co., 147 F.3d 460, 463-65 (5th Cir.1998) (in which all public comments were sex-neutral, while private comments were sexual). 11 . See Williamson, 148 F.3d at 466-67 (examining anti-harassment policies in determining employer's negligence); cf. Burlington, 118 S.Ct. at 2270 (noting affirmative defense of an effective grievance procedure in vicarious liability cases based on general title VII goal of preventing, rather than just remedying, harassment); Faragher, 118 S.Ct. at 2292 (same). 12 . Cf. Williamson, 148 F.3d at 466 (<HOLDING>). 13 . See Brady v. Fort Bend County, 145 F.3d Options: A. holding that actual notice fulfills a notice requirement that an applicable federal regulation be conspicuously posted because actual notice is the best notice B. holding that mailing a copy of a notice of appeal that was filed in the trial court to the city law director does not constitute filing the notice of appeal with the city board of zoning appeals C. holding that notice to the attorney of record constitutes notice to the petitioner D. holding that notice to supervisor is notice to city E. holding statute requiring parties in tax suit to take notice of subsequent pleadings was not unconstitutional when city failed to take such notice

assistant: The best answer is D. holding that notice to supervisor is notice to city
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 has filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i) for any such taxes or assessments, if any, that are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No tax lien has been filed, and, to its actual knowledge, no claim is being asserted, with respect to any such tax or assessment that could reasonably be expected to result in a Material Adverse Effect.

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: states. Any such conflict must be determined on an issue-by-issue basis. Veazey v. Doremus, supra., at 248, 510 A.2d 1187; Gantes v. Kason Corp., supra., at 484, 679 A.2d 106, Fu v. Fu, supra., at 118, 733 A.2d 1133, Erny v. Estate of Merola, supra., at 100, 792 A.2d 1208. A review of the consumer fraud statutes of the various states, and the cases decided thereunder demonstrates the existence of numerous actual conflicts on various issues between provisions of the NJCFA and those of the statutes enacted by other state es under the NJCFA in connection with the purchase of goods and services for commercial or business uses, see, e.g., City Check Cashing v. The National State Bank, 244 N.J.Super. 304, 309, 582 A.2d 809, (App.Div.), certif. den. 122 N.J. 389, 585 A.2d 391, (1990) (<HOLDING>); Hundred East Credit Corp. v. Eric Schuster, Options: A. holding that the sovereign immunity afforded to tribes extends to their governmental organizations and business entities B. holding that with respect to tortious interference recognized standards of business ethics and business customs and practices are pertinent C. holding in age discrimination case under adea that same considerations are pertinent when deciding single employer issue for public entities as for private entities and applying nlrb test to resolve the question noting that where government entities are concerned court also must keep constitutional separation of powers issues in mind D. holding that notice statute applies to both municipal entities and employees of municipal entities acting within the scope of their employment E. holding that 1 the njcfa applies to corporations and other business entities when they are acting as consumers because business entities are considered a person under the act and no reason exists to treat it differently and 2 to be a consumer in respect to a transaction the business entity must be one who uses the goods and thereby diminishes their economic utility

assistant: The best answer is E. holding that 1 the njcfa applies to corporations and other business entities when they are acting as consumers because business entities are considered a person under the act and no reason exists to treat it differently and 2 to be a consumer in respect to a transaction the business entity must be one who uses the goods and thereby diminishes their economic utility
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party is responsible for its own taxes, duties, levies, imposts, assessments, deductions, fees, withholdings or similar charges imposed on or measured by net income or overall gross income (including branch profits), gross receipts, capital, ability or right to do business and franchise or similar taxes imposed on it under Applicable Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Addendum, and any rights and obligations hereunder, may not be assigned by Executive and may be assigned by the Company only to a successor by merger or purchasers of substantially all of the assets of the Company or its affiliates.

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 case excerpt and choose the best holding from the options. Case excerpt: related to the Virginia health records, including detinue of the records, unlawful seizure and detention of the records, intentional interference with her business relationships related to the records, and conversion of the records. Plaintiff also requested declaratory judgment that she is the rightful owner of the records. Defendants moved to dismiss each of these counts, asserting that the Virginia health records are the property of Voorthuis Opticians, not Dr. Nguyen. Under Virginia law, “[m]edical records maintained by any health care pro vider ... shall be the property of such health care provider or, in the case of a health care provider employed by another health care provider, the property of the employer.” Va.Code Ann. § 54.1-2403.3 (2006); see also id. § 32.1-127.1:03(A) (<HOLDING>). As a licensed optometrist, Dr. Nguyen, is a Options: A. recognizing right to privacy in receipt of health care services to the extent consistent with providing adequate medical care and the safety and good order of the facility B. recognizing an individuals right of privacy in the content of health records and noting that health records are the property of the health care entity maintaining them C. recognizing the roots of the right to privacy in mental health records D. holding claim that negligent supervision caused assault was health care liability claim because it was inseparable from the health care and nursing services provided E. recognizing a constitutional right of privacy in mental health records

assistant: The best answer is B. recognizing an individuals right of privacy in the content of health records and noting that health records are the property of the health care entity maintaining them
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: any software that is made available to download from the tripadvisor websites ( `` software '' ) is the copyrighted work of tripadvisor , or tripadvisor affiliates , or other third party software as identified .

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: From the Effective Date until the Investment Grade Covenants Date, the Borrower will not, and will not permit any of its Subsidiaries to: (a) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Junior Indebtedness; provided that the Borrower or any Subsidiary may Redeem Junior Indebtedness: (i) with the proceeds of Permitted Refinancing Indebtedness and (ii) so long as (A) both before and immediately after giving effect to such Redemption, no Default has occurred and is continuing or would result therefrom, (B) after giving effect to such Redemption, on a pro forma basis, the Consolidated Interest Coverage Ratio shall be greater than or equal to 4.50 to 1.00 and (C) both before and immediately after giving effect to such Redemption, Liquidity equals or exceeds $1,000,000,000 and shall remain equal to or in excess of $1,000,000,000 for the remainder of the day on which such Redemption is consummated; or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Indebtedness or the documentation governing any Junior Indebtedness if (i) the effect thereof would be to shorten its Stated Maturity or Average Life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon or (ii) such action requires the payment of a consent fee (howsoever described); provided that the foregoing shall not prohibit the execution of supplemental indentures associated with the issuance of additional Permitted Additional Indebtedness to the extent permitted by Section 6.01(a)(viii) or the execution of supplemental indentures to add guarantors if required by the terms of the 2012 Indenture, the 2014 Indenture or any documentation governing any Permitted Refinancing Indebtedness thereof, provided such Person complies with Section 5.09, or (iii) with respect to any Junior Indebtedness that is subordinated to the Obligations or any other Indebtedness, designate any such Indebtedness (other than obligations of the Borrower and the Subsidiaries pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Indebtedness any other similar designation for the purposes of any documentation governing Junior Indebtedness that is subordinated to the Obligations or any other Indebtedness.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (citing several cases for the same proposition), rev’d on other grounds and remanded, Castillo v. United States, 530 U.S. 120, 120 S.Ct. 2090, 147 L.Ed.2d 94 (2000). 5 . Appellant relied on a number of 42 U.S.C. § 1983 civil rights cases in his brief. These cases are generally inapplicable to the issue before us, because the protection of civil liberties of American citizens, which Mansur was not, varies greatly from the principles underlying criminal law and the justification for using deadly force. However, we note that even § 1983 cases recognize that if an officer points a weapon at an individual who poses no threat, then it is so clearly an excessive use of force that the officer is not entitled to qualified immunity. Cf. Baird v. Renbarger, 576 F.3d 340, 346-47 (7th Cir.2009) (<HOLDING>). 6 .We are not deciding what, if any, right Options: A. holding that an officer was not entitled to qualified immunity from suit when a minimal further investigation would have exonerated the suspect B. holding that defendants are not entitled to qualified immunity C. holding that an officer applying for a warrant without probable cause may be entitled to qualified immunity but is not entitled to absolute immunity D. holding under facts presented that probation officer was entitled to at least qualified immunity E. holding an officer was not entitled to qualified immunity when he pointed his gun at individuals because the people targeted and the crime investigated did not suggest even a hint of danger

assistant: The best answer is E. holding an officer was not entitled to qualified immunity when he pointed his gun at individuals because the people targeted and the crime investigated did not suggest even a hint of danger