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: Upon the expiration of the Standstill Period in accordance with Section 3(e)(v) hereof, this Agreement shall immediately and automatically terminate in its entirety and no party hereunder shall have any further rights or obligations under this Agreement; provided , however , no party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party and each Subsidiary of any Loan Party has and will have its own separate financial statement, provided, however, that the assets of each Loan Party and each Subsidiary of any Loan Party may be included in a consolidated financial statement of its parent companies if inclusion on such a consolidated statement is required to comply with the requirements of GAAP, provided, further, that (a) such consolidated financial statement shall contain a footnote to the effect that the assets of each Loan Party and each Subsidiary of any Loan Party are owned by such Loan Party or Subsidiary and that the assets are being included on the financial statement of its parent solely to comply with the requirements of GAAP and (b) such assets shall be listed on such Loan Party’s or Subsidiary’s own separate balance sheet.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party agrees that from and after the Execution Date it will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all actions reasonably necessary, proper, or advisable under applicable Laws to consummate the transaction contemplated hereunder, including (1) using its commercially reasonable efforts to cooperate with the other Party to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transaction contemplated hereunder, and (2) executing any additional or corrective instruments and agreements necessary to consummate the transactions contemplated by this Agreement and to satisfy the recordation requirements of each of the jurisdictions where the Asset Seller Assets are located.

assistant: Further Assurances
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: For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by e-mail, hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other party; provided, however, that nothing in this Section 11.04 shall prohibit PIVOT from assigning, selling or otherwise disposing of the Exchange Shares without CHATURVEDI’s consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Purchase and Conversion Documents to which the Holder is a party have been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive acknowledges and agrees that remedies at law for the Executive’s breach of the covenants contained herein are inadequate and that for violation of the covenants contained herein, in addition to any and all legal and equitable remedies that may be available, the covenants may be enforced by an injunction in a suit in equity without the necessity of proving actual damage, and that a temporary injunction may be granted immediately upon the commencement of any such suit, and without notice. The parties hereto intend that the covenants contained in this Section 4 shall be deemed to be a series of separate covenants, one for each county of each state in which the Company does business. If in any judicial proceeding a court refuses to enforce any or all of the separate covenants, the unenforceable covenants shall be deemed eliminated from the provisions hereof for the purposes of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced. Furthermore, if in any judicial proceeding a court refuses to enforce any covenant because of the covenant’s duration or geographic scope, the covenant shall be construed to have only the maximum duration or geographic scope permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contravention of the provisions thereof, may apply to said Commission by petition which shall briefly state the facts, whereupon a statement of the complaint thus made shall be forwarded by the Commission to such common carrier, who shall be called upon to satisfy the complaint or to answer the same in writing within a reasonable time to be specified by the Commission.” 47 U.S.C. § 208. Boomer could have filed a complaint with the FCC under Section 207 or Section 208, arguing that the arbitration clause violates Section 201(b) because it is unjust or unreasonable. Cf. In re Long Distance, 831 F.2d at 631 (concluding that FCC has primary jurisdiction to determine if a term and condition of a long-distance service contract constitute an unreasonable practice); Metro East, 294 F.3d at 927 (<HOLDING>). However, Boomer did not pursue this course of Options: A. holding that the trial court was without authority to set aside entry of default on motion to set aside default judgment B. holding an entire arbitration clause is void and arbitration cannot be compelled where contract contained unconscionable clause and has a nonseverability clause C. recognizing that a trial court can set aside verdict D. holding that judicial enforcement of a promise or contract to provide service on terms not contained in filed tariff is precluded by the filedrate doctrine E. holding that fcc possesses exclusive authority to set aside an arbitration clause contained in a filed tariff

assistant: The best answer is E. holding that fcc possesses exclusive authority to set aside an arbitration clause contained in a filed tariff
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: squarely stand for the proposition that indictment clause claims are immediately appeal-able because the Court may have assumed that trial would proceed according to the indictment. 4 . See also 420 U.S. at 125 n.26, 95 S.Ct. at 869 n.26 (“Because the probable cause determination is not a constitutional prerequisite to the charging decision, it is required only for those suspects who suffer restraints on liberty other than the condition that they appear for trial.”) (emphasis added); United States v. Pickard, 207 F.2d 472, 474-75 (9th Cir. 1953) (absent arrest, prosecution by information may proceed without oath or affirmation of probable cause); Church v. United States, 412 F.2d 836, 838 (9th Cir. 1969) (same). But cf. United States v. Millican, 600 F.2d 273, 276-77 (5th Cir. 1979) (<HOLDING>), cert. denied, 445 U.S. 915, 100 S.Ct. 1274, Options: A. holding that there was probable cause for the issuance of a search warrant where the officers corroboration of events that occurred during the controlled buy as set forth in the affidavit provide sufficient probable cause B. holding that issuance of an order to show cause satisfied this requirement C. holding irs need not meet any standard of probable cause to obtain enforcement of a summons D. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant E. holding that a summons is sufficient restraint to invoke probable cause requirement where failure to appear on summons may result in issuance of warrant

assistant: The best answer is E. holding that a summons is sufficient restraint to invoke probable cause requirement where failure to appear on summons may result in issuance of warrant
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 subject to the terms and conditions of the Plan, as the Plan may be from time to time amended. The provisions of the Plan are incorporated herein by reference, and the capitalized terms used but undefined herein shall have the same meanings as set forth in the Plan. The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Facsimile and electronically (PDF) delivered signature pages shall have the same force and effect as original signature pages.

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: to municipalities or municipal corporations for all purposes.” Id. at 131 n. 2, 459 S.E.2d at 880 n. 2 (citation omitted). However, the court noted “for the purpose of determining the scope of the District’s power to enter into contracts, the law governing municipal corporations is applicable.” Id. (citations omitted); see also City of Beaufort v. Beaufort-Jasper Cnty. Water & Sewer Auth., 325 S.C. 174, 178-79, 480 S.E.2d 728, 731 (1997) (applying Cowart I to Beaufort-Jasper County Water and Sewer Authority, a special purpose district). In discussing contracts involving governmental or legislative powers, the opinions in Cowart I and Cowart II referenced not only municipalities but also “each governing body” and “the local governing body.” Cowart II, 324 S.C. at 241, 478 S.E.2d at 837 (<HOLDING>); Cowart I, 319 S.C. at 133, 459 S.E.2d at 881 Options: A. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract B. holding that for causes of action not time barred as of the date of the trustees appointment the limitation period is tolled for an additional two years from the date of appointment C. holding that the appointment of a public officer is a governmental function that cannot be impaired by an employment contract extending beyond the terms of the members of the local governing body D. holding that the terms of an employment contract are not entitled to presumptive reasonableness where the contract was ultimately rejected E. holding public bodies may not be bound by contracts without evidence of the contract terms in the minutes

assistant: The best answer is C. holding that the appointment of a public officer is a governmental function that cannot be impaired by an employment contract extending beyond the terms of the members of the local governing body
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: exposing himself to a specific sentence under the plea agreement, petitioner foreclosed the possibility of challenging the same. The government further relies in Bernard, supra, in which the Third Circuit Court of Appeals held that Fed.R.Crim.P. 11(c)(1)(C) allows “parties to agree on a specific sentence, or that particular provisions of the guidelines apply or do not apply [and].., clearly contemplates agreements on sentences that could not be reached by directly applying the Guidelines.” Thus, “once a plea agreement with a sentencing stipulation is reached between the parties and accepted by the Court, it must be enforced at sentencing.” Id., citing United States v. Goodall, 236 F.3d 700, 705 (D.C.Cir.2001). See also, United States v. Moure-Ortiz, 184 F.3d 1, 4 (1st Cir.1999) (<HOLDING>). The Tenth Circuit Court of Appeals summarized Options: A. holding that prebooker plea agreements remain binding after booker B. holding that the rules of contract law are applicable to plea agreements C. holding that immunity agreements are analogous to plea agreements and are enforced under principles of contract law within the constitutional safeguards of due process D. holding that plea agreements executed pursuant to fedrcrimp 11c1c are binding on the district court E. holding that state prosecutors agreements with defendant not binding on federal prosecutors

assistant: The best answer is D. holding that plea agreements executed pursuant to fedrcrimp 11c1c are binding on the district court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. White, 871 F.2d 41, 44 (6th Cir.1989) (Belton rule allows search of vehicle incident to a lawful arrest even if the arrestee is handcuffed and separated from his vehicle); United States v. Karlin, 852 F.2d 968, 972 (7th Cir.1988), cert. denied, 489 U.S. 1021, 109 S.Ct. 1142, 103 L.Ed.2d 202 (1989) (permitting search of van after arrestee is handcuffed and placed in rear of squad car); United States v. McCrady, 774 F.2d 868, 871-72 (8th Cir.1985) (finding that although arrestee had been removed from the scene, the search was incidental to and contemporaneous with his arrest); United States v. Cotton, 751 F.2d 1146, 1149 (10th Cir.1985) (allowing search of vehicle when arrestee was handcuffed and outside of the vehicle). But see United States v. Vasey, 834 F.2d 782, 787 (9th Cir.1987) (<HOLDING>). Since we can find no basis for concluding Options: A. holding that search conducted between 30 and 45 minutes after defendant was arrested handcuffed and placed in rear of police vehicle lacked contemporaneity requirement of search incident to arrest B. holding that where defendant consented to search of his car and stood by as agent conducted a thorough and systematic search which included removal of vehicles back seat and raising of cars rear quarter panel defendants failure to object to search indicated search was within scope of consent C. holding that an officer may search a suspects vehicle incident to a lawful arrest D. holding that strip search incident to arrest was not per se unreasonable but holding that search was performed in an unreasonable manner when conducted in view of the public E. holding that while search incident to arrest could not justify search in that case probable cause plus exigency justified search

assistant: The best answer is A. holding that search conducted between 30 and 45 minutes after defendant was arrested handcuffed and placed in rear of police vehicle lacked contemporaneity requirement of search incident to arrest
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 shall cooperate fully in defense of any Invalidity/Unenforceability Action pursuant to this Section 9.2, including by making applicable records and documents (including laboratory notebooks) with respect to the relevant Invalidity/Unenforceability Action available to the Controlling Party on the Controlling Party’s request. The non-Controlling Party shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as the Controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 9.2, including, where necessary, joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours, and executing any settlement agreement as requested by the Controlling Party; provided , that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Controlling Party shall have the right to settle an Invalidity/Unenforceability Action; provided , that, neither Party shall have the right to settle any Invalidity/Unenforceability Action under this Section 9.2 in a manner that imposes any costs or liability on, or involves any admission of infringement or invalidity by, the other Party or its Affiliates or its or their sublicensees, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with any activities with respect to defense of an Invalidity/Unenforceability Action, the Controlling Party shall (a) consult with the non-Controlling Party as to the strategy for the defense of such Invalidity/Unenforceability Action, (b) consider in good faith any comments from the non-Controlling Party with respect thereto, and (c) keep the non-Controlling Party reasonably informed of any material steps taken, and provide copies of all material documents filed, in connection with such action.

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 case excerpt and choose the best holding from the options. Case excerpt: affairs of the corporation, see Hyland, 794 F.2d at 797-98, we reject the notion that labels can conclusively resolve status inquiries. We hold instead that the Title VII question cannot be decided solely on the basis that a partnership calls — or declines to call — a person a partner. A court must peer beneath the label and probe the actual circumstances of the person’s relationship with the partnership. See Devine, 100 F.3d at 80-81; Fountain, 925 F.2d at 1400-01; see also Hishon, 467 U.S. at 79 n. 2, 104 S.Ct. at 2236 n. 2 (Powell, J., concurring) (“Of course, an employer may not evade the strictures of Title VII simply by labelling its employees as ‘partners.’ ”); see generally Board of Trade v. Hammond Elevator Co., 198 U.S. 424, 437-38, 25 S.Ct. 740, 743-44, 49 L.Ed. 1111 (1905) (<HOLDING>). In other words, partnerships cannot exclude Options: A. holding that where the parties fail to reach an agreement as to the character nature or type of release to be used an essential element of the agreement is not established B. holding that hearing officers noting the parties agreement did not constitute a change in the parties legal relationship C. holding that an insurer lacked standing to raise the issue of the intent of the parties to the settlement agreement to which it was not a party D. holding that it was error for the court to enter a modified agreement which materially altered the agreement reached by the parties E. holding that the manner in which the parties to an agreement designate their relationship is not controlling

assistant: The best answer is E. holding that the manner in which the parties to an agreement designate their relationship is not controlling
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 invalidity or unenforceability of any Section, paragraph or provision of this Agreement or any Terms Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof or thereof, as the case may be. If any Section, paragraph or provision of this Agreement or any Terms Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and 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: Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 of this Agreement would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled, in addition to any other remedy available at law or equity, to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Any judicial determination of whether the Executive is in compliance with Section 6 hereof shall be determined based solely on the contractual provisions provided therein and the facts and circumstances of Executive’s actions without regard to whether the Company could obtain an injunction or other relief under the law of any particular jurisdiction. This Section 7 survives termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise specifically provided in any of the Loan Documents, each of the Guarantors hereby waives promptness, diligence, protest, notice of protest, all suretyship defenses, the benefit of discussion, the benefit of division, notice of acceptance and any other notice with respect to any of its Guaranteed Obligations and this Guaranty or any right to insist that any Agent first exhaust any right or take any action against any Borrower, or any other Person. Each of the Guarantors also irrevocably waives, to the fullest extent permitted by law, all defenses which at any time may be available to it in respect of its Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: killed a cop.” The indictment read to Madison’s third jury charged him with the capital murder of a law enforcement officer who was “on duty” or who was performing some “official or job-related act.” Section 13A-5-40(a)(5), Ala. Code 1975, defines the following capital offense: “Murder of any police officer, sheriff, deputy, state trooper, federal law enforcement officer, or any other state or federal peace officer of any kind, or prison or jail guard, while such officer or guard is on duty, regardless of whether the defendant knew or should have known the victim was an officer or guard on duty, or because of some official or job-related act or 'performance of such officer or guard.” (Emphasis added.) The indictment contained two counts. The counts set forth alternative theories 87) (<HOLDING>); but see State v. Murray, 308 Or. 496, 782 Options: A. holding that the accused cannot impeach a verdict on the basis that the jury could not agree on the theory of firstdegree murder B. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory C. holding that the jury need agree only that the defendant committed firstdegree murder not on the theory by which it reached the verdict D. holding that defensive theory must be submitted to jury when theory is raised by evidence from any source E. holding summary judgment appropriate when the facts in evidence supported another plausible theory not the plaintiffs theory of the case

assistant: The best answer is B. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory
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: Interest is payable in arrears monthly on the Payment Date of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.

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: and Kisseloff on his case. The Court now proceeds to the MBTA’s argument that Martino’s total award of attorney’s fees should be reduced to reflect what it characterizes as his “limited success at trial,” in that Martino requested $380,000 from the jury and received only $50,000. Def.’s Mot. at 7-10. Under Hensley, when a plaintiff has achieved “only limited success, the district court should award only that amount of fees that is reasonable in relation to the results obtained.” 461 U.S. at 440, 103 S.Ct. 1933. This does not mean, however, that a plaintiffs award of attorney’s fees cannot exceed his actual recovery; on the contrary, in City of Riverside v. Rivera, the Supreme Court expressly rejected that proposition. 477 U.S. 561, 564-581, 106 S.Ct. 2686, 91 L.Ed.2d 466 (1986) (<HOLDING>). The First Circuit has explained that a Options: A. holding that an attorneys fees award is not appealable until the amount of the award is set B. holding trial court had no authority to award attorneys fees when arbitrator had stated he would not award attorneys fees C. holding that an award of attorneys fees under supreme court rule 38 precursor to rule 222 did not preempt an award of attorneys fees to which one is otherwise entitled and thus appellant could seek an award of attorneys fees pursuant to section 1577300 which permits an award of fees for a party prevailing in an action against a state agency D. holding that the amount of damages a plaintiff recovers is only one of many factors that a court should consider in calculating an award of attorneys fees id at 574 106 sct 2686 and upholding an award of attorneys fees for 24545625 for plaintiffs who had received a jury award of 33350 E. holding merely that the evidence was sufficient to support the award of attorneys fees

assistant: The best answer is D. holding that the amount of damages a plaintiff recovers is only one of many factors that a court should consider in calculating an award of attorneys fees id at 574 106 sct 2686 and upholding an award of attorneys fees for 24545625 for plaintiffs who had received a jury award of 33350
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: Associated General Contractors omitted). These factors must be “weighed and balanced,” and though the Court has assigned no specific weight to the factors, “individually, collectively or relatively,” the Third Circuit has described the directness factor as “all-important.” Iron Ore, 998 F.2d at 1166-68. The balancé of factors here leads us to conclude that Midland lacks the requisite standing to maintain this action. First, the causation and directness factors, which we will analyze together as the Third Circuit did in Iron Ore, 998 F.2d at 1167-68, cut heavily against Midland given the attenuated causal connection between the anticompetitive practices alleged and the harm that ultimately befell Midland. See Mid-West Paper Products Co. v. Continental Group, 596 F.2d 573 (3d Cir.1979) (<HOLDING>). Midland suffered economic loss because the Options: A. holding that plaintiff cannot be the only link between the defendant and the forum B. holding that a plaintiff must show antitrust injury in order to bring an antitrust lawsuit C. holding that there must be a causal connection between the alleged antitrust violation and the antitrust injury for there to be antitrust standing D. holding that plaintiffs lacked standing to sue E. holding that antitrust plaintiff lacked standing due in part to tenuous link between defendants price fixing and plaintiffs injury

assistant: The best answer is E. holding that antitrust plaintiff lacked standing due in part to tenuous link between defendants price fixing and plaintiffs injury
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 Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Delaware (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee under, the Plan and Options granted thereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You will be entitled to reimbursement for all expenses incurred in the ordinary course of your job. Terms and conditions of the Company’s expense reimbursement regulations (as detailed in the CFAP as amended from time to time) will apply.

assistant: Expenses
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 Holder experiences a Separation by reason of death prior to the last day of the Performance Period, Holder’s Beneficiary will not be entitled to receive any amount of Performance Cash pursuant to this Award. If Holder experiences a Separation by reason of death prior to the Vesting Date but on or after the last day of the Performance Period, Holder’s Beneficiary will be entitled to receive the amount of Earned Performance Cash based on the calculation in Section 6 herein (and does not have any right to receive any other Performance Cash pursuant to this Award) as soon as reasonably possible, but in no event more than 60 days after Holder’s death.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state or local withholding, FICA and FUTA contributions, or other taxes, charges or deductions which it is from time to time required to withhold.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Borrower or any Subsidiary thereof that would, if made, be reasonably expected to have a Material Adverse Effect. Neither Borrower nor any Subsidiary thereof is party to any tax sharing agreement. Borrower and each of its Subsidiaries maintain adequate reserves for the payment of payment of any sales or use tax obligations in each jurisdiction where Borrower or such Subsidiary is required to pay such taxes.

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: Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document, however , shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

assistant: Submission To Jurisdiction
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: amount as liquidated damages and for costs and reasonable attorney’s fees allowed by the court. An agreement between the employee and the employer to work for less than the applicable wage rate is not a defense to the action. The action may be maintained in any court of competent jurisdiction by one or more employees. Minn.Stat. § 177.33 (emphasis added). Appellants contend that their claim for unpaid gratuities falls within section 177.33’s provision for recovery of “wages and overtime compensation.” We disagree. The Minnesota courts and legislature have long distinguished between compensation and gratuity. See Phelps v. Benson, 252 Minn. 457, 470, 90 N.W.2d 533, 542 (1958) (noting that gratuitously means without compensation); Brown v. Tonka Corp., 519 N.W.2d 474, 477 (Minn.App.1994) (<HOLDING>). The Act also distinguishes the terms by their Options: A. holding that like pension benefits stock options are a form of deferred compensation for efforts expended during the marriage B. holding that unemployment compensation benefits received by plaintiff are collateral source and that defendant could not reduce personal injury damages because of such benefits C. holding that employees vacation benefits are form of compensation for services rendered and are not gratuity D. holding that probation department employees are not county employees E. holding that vacation pay is shortterm compensation because an employee must work six months before getting any vacation vacation pay was computed on the basis of the employees weekly earnings and if an employee was laid off he received vacation pay on a pro rata basis

assistant: The best answer is C. holding that employees vacation benefits are form of compensation for services rendered and are not gratuity
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: Such Investor has full power and authority to enter into this Agreement and such agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, including any prior written agreements of the Parties pertaining to the matters hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the Swing Line Lender and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to satisfy the purpose and intent of COBRA. COBRA permits an employee a 60 day period to elect coverage. See 29 U.S.C. § 1162(3). In this case, the notice of the offer given by Defendant was ambiguous and failed to explain the terms of payment (that it would consist of payment of monthly premiums according to a standard schedule), the terms of insurability (that Plaintiff could not be denied coverage), and the terms of coverage (that standard terms of coverage would apply). Because of these ambiguities, the Court will require Defendant to re-extend the COBRA offer with clarifying language for an additional 60 day period. The Court has authority to fashion this equitable remedy under 29 U.S.C. § 1132(c)(1). See Griggs v. E.I. Dupont de Nemours & Co., 237 F.3d 371, 381 (4th Cir.2001) (<HOLDING>). This equitable remedy also works to the Options: A. holding one example of a claim is a right to an equitable remedy that can be satisfied by an alternative right to payment B. holding that 1132a1b affords the plaintiff adequate relief for her benefits claim and a cause of action under 1132a3 is thus not appropriate C. holding that the reinstatement of the right to an election of benefits may be an appropriate equitable remedy under 29 usc 1132a3 D. holding that the authorization under 29 usc 1132a3 extends to a suit against a nonfiduciary party in interest to a transaction barred by 29 usc 1106a E. holding that monetary damages may be awarded in a 1132a3 claim because when sought as a remedy for breach of fiduciary duty restitution is properly regarded as an equitable remedy because the fiduciary concept is equitable

assistant: The best answer is C. holding that the reinstatement of the right to an election of benefits may be an appropriate equitable remedy under 29 usc 1132a3
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall be eligible to participate in any health, welfare and retirement plans and programs (including, but not limited to, medical, dental, life insurance, disability and 401(k)) , if any are adopted, of the Corporation and/or any employing subsidiary which may be in effect from time to time during the Executive’s employment by the Corporation and/or employing subsidiary, on the same basis as those benefits are generally made available to other senior executives of the Corporation and/or employing subsidiary, subject to the terms and conditions of such plans as may be in effect from time to time.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized capital stock of the Company, and shares issued and outstanding, is as set forth in the Company’s most recent report filed with the SEC. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and other previously issued convertible promissory notes) exercisable for, or convertible into or exchangeable for shares of Common Stock and 77,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note, or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

assistant: Capitalization