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: When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Obligations, (c) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

assistant: Tax Withholdings
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: maintains that the trial court erred in failing to hold an admissibility hearing on the the size of Cellmark’s databases. See Fishback, supra, 851 P.2d at 893 (admissibility established because evidence uncontradieted). The dissent’s contention that the trial court on its own motion should have conducted an independent Rule 104 hearing on the product rule also is without merit. The product rule assumes that each of the multiplied events (i.e., the matches at each allele) has occurred independently of one another. The State’s witnesses testified at the pretrial hearing and at trial that the population frequencies of the ge 6) (reasoning that “product rule calculations are appropriate as a matter of scientific fact and law”); Pope, supra, 220 Ill.Dec. at 315-16, 672 N.E.2d at 1327-28 (<HOLDING>); People v. Chandler, 211 Mich.App. 604, 536 Options: A. holding that whether a product is within comment k should be determined on a case by case basis where it is shown that the product is unavoidably unsafe and product of exceptional social need B. holding that a contract for an exclusive agency to market a product contains an implied promise to use all reasonable efforts to market the product C. holding statements of product superiority and that product was industry approved were puffery D. holding that use of product rule was generally accepted in scientific community E. holding use of mtdna for identification of defendant admissible under test for novel scientific evidence

assistant: The best answer is D. holding that use of product rule was generally accepted in scientific community
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall terminate with respect to any Holder, (i) if such Holder and its Affiliates beneficially own less than one percent (1)% of the outstanding Company Shares, if all of the Registrable Securities then owned by such Holder and its Affiliates could be sold in any ninety (90)-day period pursuant to Rule 144 without restriction as to volume or manner of sale or (ii) if all of the Registrable Securities held by such Holder have been sold in a Registration pursuant to the Securities Act or pursuant to an exemption therefrom.

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: Notices from Buyer to Guarantor may be given in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email if also sent by one of the foregoing, to the address, facsimile number or email set forth under Guarantor’s signature below or such other address as Guarantor shall specify from time to time in a notice to Buyer. Any of the foregoing communications shall be effective when delivered, if such delivery occurs on a Business Day; otherwise, each such communication shall be effective on the first Business Day following the date of such delivery. Notices to Buyer by Guarantor may be given in the manner set forth in the Repurchase Agreement.

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: arising out of the lessee’s failure to satisfy its financial obligations for services rendered on the leased premises. If, as appellant argues, a lessor could avoid liability simply by disclaiming liability in the lease without including such a disclaimer in the recorded short form, the purpose behind section 713.10(1) would be frustrated. Furthermore, section 713.10(2), which mandates that a notice regarding multiple leases on a parcel of land include the specific language contained in the various leases prohibiting a lessor’s liability, supports our interpretation of section 713.10(1). In other words, if a lessor desires to protect its interest from mechanics’ liens arising out of improvements made by a lessee, the document that is recorded in the clerk’ , 658 (Fla. 2d DCA 1983) (<HOLDING>); Budget Elec. Co. v. Strauss, 417 So.2d 1143, Options: A. holding that the appellant contractor failed to prove the existence of a lease provision requiring the lessee to make the improvements at issue which could have the effect of subjecting the lessors property to a lien B. holding that the mere fact that the parties to a lease may contemplate that the lessee will make improvements to the property is insufficient to subject the lessors interests to mechanics liens and that the lease must instead expressly or impliedly require the requirements to be made C. holding that a lienor under a contract with a lessee is entitled to a lien against the lessors interest only where the lease expressly or impliedly requires the lessee to make improvements to the leased property D. holding that the lessors interest in the leased property was subject to liens because it was perfectly obvious that the parties knew that the improvements at issue were the pith of the lease and that except for them the lease would not have been executed and because the improvements were essential to the purpose of the lease E. holding that the lease at issue which set forth that the tenant may at its own expense make alterations and improvements did not require the lessee to make the improvements and that the alterations and improvements did not constitute the pith of the lease

assistant: The best answer is A. holding that the appellant contractor failed to prove the existence of a lease provision requiring the lessee to make the improvements at issue which could have the effect of subjecting the lessors property to a lien
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Debtor and the Secured Party. Any such amendment or waiver shall be binding upon the Secured Party and each Debtor and their respective successors and assigns.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the united states federal arbitration act governs the interpretation and enforcement of this `` special arbitration provision for united states or canada users '' section , including any question of whether a dispute between masquerade and you is subject to arbitration .

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 Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee’s material rights under this Award without the Grantee’s consent.

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: failing to perform or to offer to perform will suffer forfeiture; (d) the likelihood that the party failing to perform or to offer to perform will cure his failure, taking account of the circumstances, including any reasonable assurances; and (e) the extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing. Mustang Pipeline Co., 134 S.W.3d at 199 (citing and adopting Restatement (Second) of Contracts § rtush failed to comply with its purchase agreement with Cimco and the jury’s findings in questions 4 and 5 that Bartush’s failure was not excused also establish as a matter of law that Bartush’s failure to comply was material. See, e.g., Restatement (Second) of Contracts § 241, cmt. E (Am. Law Inst.1981) (<HOLDING>). Bartush’s unexcused and material breach Options: A. recognizing failure to pay amounts owed generally supports determination of materiality B. holding that failure to pay sales taxes is a breach of trust C. recognizing that negligent conduct of police investigations does not give rise to a cause of action because the duty to protect citizens and enforce the law is one owed generally to the public D. holding that failure to pay obligations under a contract is a material breach as a matter of law when parties explicitly state in the contract that failure to pay warrants termination E. holding law enforcement owed duty similar to that owed by dshs under rcw 2644050

assistant: The best answer is A. recognizing failure to pay amounts owed generally supports determination of materiality
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: repaid. Burnett also purchased a large quantity of drugs from Jer-abek that turned out to be of very low quality. Burnett severed his relationship with Jerabek after this. Rutland sold drugs and collected debts for Burnett. Although there was no evidence any of the coconspirators specifically stated they were targeting Jerabek to damage his business, Burnett did say while planning the robbery that he wanted what Jerabek owed him. The district court could have inferred from this evidence that one purpose of the robbery was to collect drug debts Jerabek owed Burnett. Rutland’s sole response to this evidence is to argue the robbery was not a reasonably foreseeable consequence of the drug conspiracy. See Bourjaily v. United States, 483 U.S. 171, 188, 107 S.Ct. 2775, 97 L.Ed.2d 144 (1987) (<HOLDING>). He maintains that the drug conspirators Options: A. holding that absolute immunity cannot attach to a quasijudicial officer if his actions are clearly and completely outside the scope of his jurisdiction B. holding that a police officers rape of an arrestee was outside the scope of his employment C. holding an individual who acts outside the scope of a conspiracy cannot bind his coconspirators D. holding that once a defendant becomes associated with a conspiracy he is responsible for all of the acts of the conspiracy even those which occurred before or after his association with the conspiracy E. holding that evidence was sufficient for jury to find that the defendant participated in the conspiracy even though he did not have a relationship with all of his fellow coconspirators

assistant: The best answer is C. holding an individual who acts outside the scope of a conspiracy cannot bind his coconspirators
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 TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.

assistant: Waiver Of Jury Trials
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: Executive agrees to reasonably cooperate with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of Executive’s employment by the Company. The Company agrees to reimburse Executive for reasonable out-of-pocket expenses actually incurred in connection with any such cooperation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All Payments provided for in this Agreement may be made by mailing or delivering company checks of Lessee to Lessor at the address set forth in Section 9.2. Notwithstanding any provision of this Agreement to the contrary or any assignment pursuant to Section 8.1, under no circumstances shall Lessee be required to make any Payment hereunder, except by mailing or delivering one check to a single address. Upon making such Payment, Lessee shall be relieved of any and all responsibility for the division or distribution of the amount paid. Payments shall be deemed made upon delivery (in cases of personal delivery of checks) or upon mailing (in cases of mailing of checks by U.S. mail).

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: fact that the right and the limitation are written into the same statute does not indicate a legislative intent as to whether or when the statute of limitations should be tolled.” Burnett, supra, 380 U.S. at 427 n. 2, 85 S.Ct. at 1054 n. 2. See also Leake v. University of Cincinnati, 605 F.2d 255, 259 (6th Cir.1979). Additionally, 15 U.S.C. § 1640(e) does not speak in specific jurisdictional terms or affirmatively grant jurisdiction to the district courts, and must be read with 28 U.S.C. § 1337, supra, to most accurately describe the statutory source of the jurisdictional grant. Cf Zipes, supra, 455 U.S. at 393-94,102 S.Ct. at 1132-33 (similar structural analysis used under Title VII to support tolling statute); Ruiz v. Shelby County Sheriffs Department, 725 F.2d 388 (6th Cir.1984) (<HOLDING>). Appellee is mistaken to suggest that Options: A. holding that equitable tolling of the time to file a notice of appeal is not permitted B. holding title vii subject to equitable tolling C. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling D. holding claims based on title vii subject to arbitration E. holding as subject to equitable tolling title vii statute authorizing suit brought within 90 days of receipt of right to sue notice

assistant: The best answer is E. holding as subject to equitable tolling title vii statute authorizing suit brought within 90 days of receipt of right to sue notice
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 public-policy exception involved employees terminated for refusing to engage in unlawful or unethical conduct. In contrast to the employees in Lorenz and Mariani, Weissman here alleges that she was terminated for exercising a job-related right, not for refusing to engage in unlawful or unethical conduct. Specifically, Weissman alleges that she was discharged because she complained to the division that Crawford was attempting to eliminate her morning and evening rest breaks and because she continued to exercise those breaks. Although an employee terminated for exercising a job-related right may state a cognizable claim for wrongful discharge in violation of public policy under certain circumstances, see, e.g., Lathrop v. Entenmann’s, Inc., 770 P.2d 1367, 1372 (Colo.App.1989) (<HOLDING>), we conclude that such circumstances do not Options: A. holding public policy prohibited employer from discharging employee in retaliation for seeking workers compensation benefits B. recognizing wrongful discharge claim where employer allegedly discharged employee for exercising right to receive workers compensation benefits C. holding that employee must prove that the sole reason for their discharge was their filing of a workers compensation claim to prevail on a claim of wrongful discharge under marylands workers compensation act D. recognizing cause of action for wrongful discharge E. holding that because maryland law expressly creates right to file workers compensation claim action exists for wrongful discharge for termination based solely on the filing of a workers compensation claim

assistant: The best answer is B. recognizing wrongful discharge claim where employer allegedly discharged employee for exercising right to receive workers compensation benefits
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 you accept or agree to these terms on behalf of a company , university or other legal entity , you represent and warrant that you have the authority to bind that company , university or other legal entity to these terms and , in such event , `` you '' and `` your '' will refer and apply to that company or other legal entity .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 7.3.3 if you wish to list an experience on behalf of a nonprofit ( `` social impact experience '' ) , you must comply with the eligibility requirements for hosting a social impact experience .

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 representation and warranties of Purchaser set forth in Sections 5.5.1 and 5.5.2 shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Purchaser shall survive Closing for the Survival Period.

assistant: Warranties
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: incentive to dispute invalid claims when it would be reimbursed by the insured pursuant to the retrospective premium payment plan. 110 S.W.3d at 97. The court specifically rejected this argument relative to the insured’s negligence action — not breach-of-contract. See id,, at 89-90, 97. But, obviously, this argument did not sway the court when rejecting both causes of action as a matter of law. See id. at 89-90. We acknowledge a retrospective premium payment plan is not the same as a deductible. Nevertheless, the fact the insured might incur financial loss if the insurer paid an invalid claim did not persuade the court to disregard the right-to-settle provision or impose an extra-contractual duty not recognized under Texas law. See id. at 97; see also Dear, 947 S.W.2d at 912, 913-15 (<HOLDING>). In fact, a Texas court has addressed, albeit Options: A. holding insured had no viable breachofcontract or negligence theories of recovery for liability insurers improper handling and settlement of thirdparty claim although he complained its actions caused him loss of business and increased costs for professional liability insurance because he was bound by terms of policy he purchased including provision vesting insurer with right to settle any claim B. holding that insurers assurances that it would pay for repairs including its attempt to settle with a thirdparty did not waive right to deny coverage C. holding that insured was not required to suffer an excess judgment before it could sue its excess insurer and primary insurer for bad faith failure to settle where it was alleged the insurers arbitrarily refused to settle and insured was required to pay 1 million in settlement to avoid near certainty of larger judgment that would exceed all available coverage D. holding insured relinquished right to sue general liability insurer for breach of contract relative to insurers allegedly improper handling and payment of thirdparty claim by purchasing policy which gave insurer right to settle E. holding despite a reservation of rights that when the insurer provides a defense to its insured the insured has no right to interfere with the insurers control of the defense and a stipulated judgment between the insured and the injured claimant without the consent of the insurer is ineffective to impose liability upon the insurer

assistant: The best answer is A. holding insured had no viable breachofcontract or negligence theories of recovery for liability insurers improper handling and settlement of thirdparty claim although he complained its actions caused him loss of business and increased costs for professional liability insurance because he was bound by terms of policy he purchased including provision vesting insurer with right to settle any claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with prejudice under section 349(a), because Colony asserts it was filed in bad faith. The Debtors contend that the petition was filed in good faith with an honest intent to reorganize their affairs and maximize value for all their constituents. Good faith is a predicate to the right to file a petition in bankruptcy, as only the “honest but unfortunate debtor” is eligible to avail itself of the protections afforded by the Bankruptcy Code. Marrama v. Citizens Bank of Mass., 549 U.S. 365, 374, 127 S.Ct. 1105, 166 L.Ed.2d 956 (2007) (quoting Grogan v. Garner, 498 U.S. 279, 287, 111 S.Ct. 654, 112 L.Ed.2d 755 (1991)). The Third Circuit has addressed this issue several times in the context of corporate debtors. See, e.g., In re 15375 Memorial Corp., 589 F.3d 605, 609, 619 (3d Cir.2009) (<HOLDING>); In re Integrated Telecom Express, Inc., 384 Options: A. holding that a collection agency who filed suit against debtors is a supplier B. holding that petitions filed by affiliated debtors who were no longer operating were filed in bad faith primarily as a litigation tactic to protect the debtors parent and not designed to maximize the value of the estates C. holding that the debtors had standing to challenge the settlement of the estates right to sue various entities because the outcome of this litigation could potentially have a huge effect on the liabilities of the debtors and could give them a substantial surplus upon emerging from bankruptcy D. holding that the bankruptcy court did not err in finding bad faith and denying a debtors amended claim of exemption based upon evidence that the debtors undervalued their home in the schedules to reflect no equity E. holding that second and third state habeas petitions that were dismissed as impermissible successive petitions were properly filed

assistant: The best answer is B. holding that petitions filed by affiliated debtors who were no longer operating were filed in bad faith primarily as a litigation tactic to protect the debtors parent and not designed to maximize the value of the estates
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: Gibson v. BoPar Dock Co., 780 F.Supp. 371, 374 (W.D.Va.1991); Taylor, 80 F.R.D. at 84. Likewise, courts have generally not found antagonism where the corporation is structurally incapable of acting to bring suit against its officers and directors — where the corporation is “deadlocked.” See, e.g., Duffey v. Wheeler, 820 F.2d 1161, 1162-63 (11th Cir.1987); Kartub v. Optical Fashions, 158 F.Supp. 757, 758-59 (S.D.N.Y.1958). Although Federal Rule of Civil Procedure 23.1’s pleading requirement does not directly implicate subject matter jurisdiction, several courts have considered the absence of a demand letter persuasive in finding no antagonism. See, e.g., Lewis, 503 F.2d at 447; Nejmanowski, 841 F.Supp. at 867; Tessari, 207 F.Supp. at 435-37. But cf. Smith, 354 U.S. at 97, 77 S.Ct. 1112 (<HOLDING>). Finally, some courts have refrained from Options: A. holding exhaustion requirement inapplicable when requiring exhaustion would be futile B. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step C. holding that antagonism will exist when the corporations management so solidly approves of a business transaction that any demand to rescind would be futile D. holding plaintiffs must provide particularized allegations as to why demand would be futile to survive a motion to dismiss conclusory allegations are not enough E. holding that counsel was under no obligation to do what would amount to a futile act

assistant: The best answer is C. holding that antagonism will exist when the corporations management so solidly approves of a business transaction that any demand to rescind would be futile
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required to be given under the terms of this Agreement or which either of the parties may desire to give hereunder shall be in writing and shall be deemed to be given when personally delivered or sent by United States mail, postage prepared, to the parties at the addresses set forth in the preamble of this Agreement, or to such other persons or addresses as either party shall furnish to the other in writing.

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: Each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: portion of the district court’s written judgment ordering as a special condition of supervised release that “upon completion of his term of imprisonment, the defendant is to be surrendered to a duly-authorized immigration official for deportation.” The district court did not mention this provision at the sentencing hearing, and the Government concedes that it conflicts with the oral pronouncement of sentence. We agree. The condition imposed is not listed in the sentencing guidelines as a standard or mandatory condition of supervised release, and it is not among the conditions recommended by the Sentencing Commission insofar as the record does not support its application here. See U.S.S.G. § 5D1.3(c) & (d)(6); see also United States v. Torres-Aguilar, 352 F.3d 934, 938 (5th Cir.2003) (<HOLDING>). The written judgment improperly conflicts Options: A. holding that a conflict with oral pronouncement is not creat ed by including conditions that are standard mandatory or recommended by the sentencing commission B. holding that in cases of direct conflict between a courts oral pronouncement of sentence and the written judgment the oral pronouncement controls C. holding that written judgment controlled over oral pronouncement D. holding that when there is a variation between the oral pronouncement of sentence and the written memorialization of the sentence the oral pronouncement controls E. holding that imposition occurs at time of oral pronouncement

assistant: The best answer is A. holding that a conflict with oral pronouncement is not creat ed by including conditions that are standard mandatory or recommended by the sentencing commission
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 arbitrate was properly invoked, by either side, at any time, is a matter for the arbitrator to decide. Thus I would reverse on the very narrow ground that a motion to compel must be granted because the arbitration clause is valid. I would leave all other issues to the arbitrator. I As the en banc opinion in Nagrampa v. Mailcoups, Inc., 469 F.3d 1257 (9th Cir.2006) (en banc) has revealed, there are continued tensions in our arbitration jurisprudence which have failed to clarify this area. Very recently, the Supreme Court has renewed its commitment to support arbitration in Hall Street Associates, L.L.C. v. Mattel, — U.S.-, 128 S.Ct. 1396, 1402, 170 L.Ed.2d 254 (2008). But Prima Paint Corp. v. Flood & Conklin Manufacturing Co., 388 U.S. 395, 400, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967) (<HOLDING>), Howsam v. Dean Witter Reynolds, Inc., 537 Options: A. holding that a federal court must order arbitration once it is satisfied that an agreement for arbitration has been made and has not been honored B. holding that the faa mandates courts to direct parties to arbitration on issues to which a valid arbitration agreement has been signed C. holding that once the party seeking to compel arbitration establishes the existence of an arbitration agreement and that the claims raised fall within the scope of that agreement the trial court must compel arbitration D. holding that where an arbitration agreement between an employer and employee does not specifically provide for the handling of arbitration costs california courts should interpret the arbitration agreement as providing that the employer must bear the arbitration forum costs E. holding that in ruling on a motion to compel arbitration a court must consider 1 whether the parties have entered into a valid arbitration agreement 2 whether an arbitrable issue exists and 3 whether the right to arbitration has been waived

assistant: The best answer is A. holding that a federal court must order arbitration once it is satisfied that an agreement for arbitration has been made and has not been honored
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: fail to cite this controlling authority. In this case, although Mahabir had yet to filé her appeal when the Superior Court ruled on the attorney’s fees motions, the time to appeal had not expired since the Superior Court did not rule on Mahabir’s motion for reconsideration until March 24, 2014, giving the parties until April 23, 2014, to file a notice of appeal. V.I.S.Ct.R. 5(a)(4) (“the time for filing the notice of appeal for all parties is extended until 30 days after entry of an order disposing of the last” post-judgment motion, except that “[a] motion for attorney’s fees shall not affect the running of the time for appeal”). Therefore, the litigation remained ongoing when the Superior Court ruled on both motions for attorney’s fees. Bryan v. Fawkes, 61 V.I. 416, 448 (V.I. 2014) (<HOLDING>); see also Johnson v. McCaughtry, 265 F.3d 559, Options: A. holding that under the circumstances of that case an argument made for the first time in a motion for rehearing was waived B. holding that a case remained pending where the time to file a rehearing petition had not expired C. holding that dismissing a habeas petition as timebarred under the aedpa does not violate the suspension clause because petitioner had years to file the petition and gave no explanation why he failed to file on time D. holding that a coram nobis petition remained pending until the court of appeals denied petitioners application for leave to appeal the appellate divisions denial of his petition E. recognizing that aedpa would not apply to a habeas petition that was pending at the time of its enactment

assistant: The best answer is B. holding that a case remained pending where the time to file a rehearing petition had not expired
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 and the Issuing Banks hereby irrevocably appoints Morgan Stanley (and any successor Administrative Agent appointed as provided herein), to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. With the exception of the second and fifth sentences of Section 9.06, provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, and neither Borrowers nor any other Loan Party 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 case excerpt and choose the best holding from the options. Case excerpt: that such spindles are commonly used for rotating plate cylinders in printing presses. Thus, we conclude that the specification of the '368 patent discloses adequate structure corresponding to the “means for rotating” limitation of claim 1. To the extent that Creo contends that additional structure is required for completely performing the function of “rotating each cylinder,” we consider such' structure to be implicit in the disclosure of the '368 patent. Under our case law interpreting § 112, ¶ 6, knowledge of one skilled in the art can be called upon to flesh out a particular structural reference in the specification for the purpose of satisfying the statutory requirement of definiteness. See, e.g., S3 Inc. v. nVIDIA, 259 F.3d 1364, 1370, 59 USPQ2d 1745, 1749-50 (Fed. Cir.2001) (<HOLDING>); Budde v. Harley-Davidson, Inc., 250 F.3d Options: A. holding that the specifications reference to commercially available vacuum sensors constituted sufficient structure as one skilled in the art would have understood the reference B. holding that the specifications reference to a selector sufficed as one skilled in the art would have understood the term C. holding that a claim was not indefinite for using the term selector because it was a standard component and its structure was well known in the art D. holding that the determination of whether sufficient structure is disclosed in the specification to support a meansplusfunction limitation is based on the understanding of one skilled in the art E. holding that what is important is not simply that the element at issue is defined in terms of what it does but that the term as the name for a structure has a reasonably well understood meaning in the art

assistant: The best answer is B. holding that the specifications reference to a selector sufficed as one skilled in the art would have understood the term
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be, provided that the basic intent of the Parties has not thus been rendered incapable of achievement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we have the right , in our sole discretion , to transfer or assign all or any part of our rights under these terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these terms and in connection with the services .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by accessing or using the services , you agree that you will not : ( a ) access or use the services in any manner that could interfere with , disrupt , negatively affect or inhibit anyone from fully enjoying the services , including , but not limited to , defamatory , harassing , threatening , bigoted , hateful , vulgar , obscene , pornographic or otherwise offensive behaviour or content ; ( b ) damage , disable , overburden or impair the functionality of the services in any manner ; ( c ) access or use the services for any illegal or unauthorised purpose , or engage in , encourage or promote any illegal activity or any activity that violates these terms , community standards or any other terms or policies provided in connection with the services ; ( d ) use or attempt to use another user 's account without authorisation from such user ; ( e ) modify , adapt , hack or emulate the services ; ( f ) use any robot , spider , crawler , scraper or other automated means or interface not provided or authorised by us to access the services or to extract data ; ( g ) circumvent or attempt to circumvent any filtering , security measures or other features designed to protect the services or third parties ; and ( h ) infringe upon or violate the rights of oculus , our users or any third party .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: certain areas of the site ( and your access to or use of certain services or collective content ) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions .

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: Subject to the terms and conditions set forth herein, the Borrower may request that standby letters of credit denominated in Dollars or an Alternative Currency be issued under this Agreement for its own account or the account of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Commitment Period. 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, the 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: It is the intent of the parties that Employee not be required to incur any expenses associated with the enforcement of Employee’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Employee hereunder. Accordingly, the Company shall pay Employee on demand the amount necessary to reimburse Employee in full for all expenses (including all attorneys’ fees and legal expenses) incurred by Employee in attempting to enforce any of the obligations of the Company under this Agreement, without regard to outcome, unless the lawsuit brought by Employee is determined to be frivolous by a court of final jurisdiction. The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.

assistant: Enforcements