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: As soon as practicable after the end of each Fiscal Year, the General Partner shall cause an audit of the financial statements of the Partnership in accordance with U.S. generally accepted accounting principles as of the end of each such Fiscal Year to be made by a firm of certified public accountants selected by the General Partner, which is reasonably acceptable to the Limited Partners; and as soon as is practicable thereafter, a copy of a set of financial statements prepared on a basis that uses United States generally accepted accounting principles as a guideline (with such adjustments thereto as the General Partner determines appropriate), including the report of such certified public accountants, is furnished to each Partner. For purposes of this Section 7.1(b) , the accounting firm of Ernst & Young, LLP shall be deemed acceptable to the Limited Partners.

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: The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement dictates, the plural shall be read as the singular and the singular as the plural.

assistant: Headings
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: individual case and the conditions existing in the local market. That $199.00 was deemed a reasonable fee in the metro politan markets in Southern California or Denver, if indeed that is what the other courts determined, is not dispositive in this District, or even in the Boise area. Moreover, while not cited to the Court by Ms. Scott, it appears various We the People operations have been criticized, and even sanctioned, for engaging in inappropriate practices and for charging excessive fees by the bankruptcy courts in the only reported cases that the Court could locate through its own research. See In Re Boettcher, 262 B.R. 94 (Bankr.N.D.Cal.2001) (fining We the People franchisee $2,000.00 for engaging in unauthorized practice of law.); In re Evans, 153 B.R. 960 (Bankr.E.D.Pa.1993) (<HOLDING>). Surely, Ms. Scott would not want this Court Options: A. holding that fee charged by a we the people tampa franchisee operating in pennsylvania was excessive and reducing it to 10000 under 11 usc 329 B. holding that a conviction for simple assault under pennsylvania law does not qualify under 18 usc 16b by way of 11 usc 1101a43 as an aggravated felony C. holding that pennsylvania law determined the rights of a hypothetical lien creditor under 11 usc 544a1 D. holding that chapter 13 debtor lacked standing under 11 usc 548 but finding limited authority for the debtor to avoid a transfer under 11 usc 522h E. holding that a state is immune by virtue of 11 usc 106c from money damages for violating the automatic stay provision of 11 usc 362a

assistant: The best answer is A. holding that fee charged by a we the people tampa franchisee operating in pennsylvania was excessive and reducing it to 10000 under 11 usc 329
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the Loan Parties hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or other proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, against any Agent, any Lender Party or any other Indemnified Party in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the Loan Parties irrevocably and unconditionally submits to the jurisdiction of such courts, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in any such New York State court or, to the extent permitted or required by law, in such Federal court. Each of the Loan Parties agrees that a final 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 shall affect any right that any Agent, any Lender Party or any other Indemnified Party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents to which it is a party in the courts of any jurisdiction in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment, and each Loan Party hereby submits to the jurisdiction of, and consents to venue in, any such court.

assistant: Jurisdictions
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: (a lesser included offense), and possession of a firearm during the commission of a crime of violence or dangerous offense. Trial Tr. 27 (Feb. 9, 2009 a.m.). It also instructed that self-defense could be a defense to the federal offense of possession of a firearm or ammunition by a person previously convicted of a felony, but only "if you find that the defendant came into possession of a firearm or ammunition during the actual exercise of actual self-defense.” Id. at 26. 2 . Purvis does not dispute the instruction that, ”[i]f you find that the defendant was the aggressor or if he provoked the conflict himself, he cannot rely upon the right of self-defense to justify his use of force.” Trial Tr. 28 (Feb. 9, 2009 a.m.). See generally Rorie v. United States, 882 A.2d 763, 775 (D.C.2005) (<HOLDING>); United States v. Grover, 485 F.2d 1039, 1042 Options: A. holding that defendant may be entitled to selfdefense instruction even though he did not testify B. holding that defendant was not entitled to entrapment instruction when there was insufficient evidence to support such an instruction C. holding that this instruction is appropriately given when there is both evidence of selfdefense and evidence that the defendant provoked the aggression from which he was defending himself D. holding that when both parties agree that the facts of the case entitled defendant to a selfdefense instruction failing to so instruct the jury was error E. holding that both involuntary manslaughter and selfdefense instructions are proper when there is evidence that the killing was accidental

assistant: The best answer is C. holding that this instruction is appropriately given when there is both evidence of selfdefense and evidence that the defendant provoked the aggression from which he was defending himself
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: but deemed unsalable. Perfetti moved for a temporary restraining order, preliminary injunction, and a permanent injunction against Defendants after learning that Defendants had diverted the candy to retail stores for sale rather than recycling it. For the reasons explained below, this Court grants Perfet-ti’s motion for a preliminary injunction. I. Facts This Court draws the facts from the Verified Complaint, the affidavits and sworn declarations filed by Perfetti, and the testimony and exhibits from the hearing on May 28, 2015. See Doe v. S. Iron R-l Sch. Dist., 498 F.3d 878, 880 (8th Cir.2007) (affirming a preliminary injunction based on a verified complaint and additional documents); Movie Sys., Inc. v. MAD Minneapolis Audio Distribs., 717 F.2d 427, 431-32 (8th Cir.1983) (<HOLDING>). Perfetti is a global manufacturer of candy Options: A. holding that party may not rely on conclusory statements or an argument that the affidavits in support of the motion for summary judgment are not credible B. holding that courts may rely solely on affidavits in granting preliminary injunctions C. holding that a court may rely on otherwise inadmissible evidence including hearsay evidence at the preliminary injunction stage D. holding that a school may assert the rights of its students parents and gathering cases granting injunctions to businesses on behalf of customers E. holding that statements in affidavits based solely on hearsay are inadmissible as summary judgment evidence

assistant: The best answer is B. holding that courts may rely solely on affidavits in granting preliminary injunctions
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: `` intellectual property rights '' means copyrights , trademarks , service marks , trade dress , publicity rights , database rights , patent rights and other intellectual property rights or proprietary rights recognized by law .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with intent to deceive. The Plaintiff must prove each element by a preponderance of the evidence. Grogan v. Garner, 498 U.S. 279, 111 S.Ct. 654, 112 L.Ed.2d 755 (1991). Unlike the standard for excepting a debt from discharge as a fraudulent representation within the meaning of § 523(a)(2)(A) which is justifiable reliance on the part of the creditor, Field v. Mans, 516 U.S. 59, 116 S.Ct. 437,133 L.Ed.2d 351 (1995), the standard for excepting a debt from discharge within the meaning of § 523(a)(2)(B) requires the more demanding reasonable reliance on the representation to the creditor. Id. The conclusion of reasonableness of reliance determination is a factual one which rests on the nature of the determination. Coston v. Bank of Malvern (In re Coston), 991 F.2d 257, 260 (5th Cir.1993) (<HOLDING>). The reasonableness of a creditor’s reliance Options: A. holding that the issue of discriminatory intent in a race discrimination case is a factual question for the trier of fact whose findings are reviewed only for clear error B. holding that for purposes of section 523a2b the reasonableness of a creditors reliance is a question of fact which is reviewable only for clear error C. holding that findings of fact are reviewed for clear error D. holding it is a question of fact E. holding that claim construction is an issue of law for the court not a question of fact for the jury

assistant: The best answer is B. holding that for purposes of section 523a2b the reasonableness of a creditors reliance is a question of fact which is reviewable only for clear error
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: Lehman Holdings and Aurora admitted that Lehman Bank’s home office had been in Delaware when the loans were bought and resold. Lehman Holdings’ App’x at 782, 1492, 2107, 3062, 3733; Aurora’s App’x at 11; Aurora’s Opening Br. at 11; Lehman Holdings’ Opening Br. at 23. Because L 272, 1298 (11th Cir.1999) (referring to the “principal place of business” as a “term of art”). Regardless of where Lehman Bank’s executives resided or met, all of Lehman Bank’s actions were “subject to direction from the home office” in Delaware. 12 C.F.R. § 545.91(a). With all of the bank’s actions subject to direction from the home office in Delaware, any reasonable fact-finder would have to conclude that Lehman Bank’s principal place of business was in Delaware. See Lehman Bros. Bank, FSB, 937 A.2d at 103-104 (<HOLDING>). As a result, Lehman Bank is considered a Options: A. holding delaware is home turf as long as company is incorporated in delaware regardless of location of principal place of business B. holding that lehman bank had its principal office in delaware rather than new york based in part on lehman banks establishment of its home office in delaware C. recognizing that a prosecutors office is an entity and that information in the possession of one attorney in the office must be attributed to the office as a whole D. holding that a national bank is a citizen of the state in which its main office as set forth in its articles of association is located E. holding that even though lehman banks executive officers were in new york and its board of directors met exclusively in new york lehman bank had its principal office in delaware rather than new york because the term principal office is a term of art

assistant: The best answer is B. holding that lehman bank had its principal office in delaware rather than new york based in part on lehman banks establishment of its home office in delaware
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 set forth on Schedule 3.1(d) , the execution, delivery and performance of each of the Transaction Documents, the PHMD APA and each PHMD Transaction Document by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or a Subsidiary is bound or affected, or (iii) result in a material violation of any Legal Requirement, order, judgment, injunction, decree or other restriction of any Governmental Body to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court upheld the trial court’s decision to refrain from delivering the instruction requested by the defendant and to utilize the pattern jury instructions concerning the weight and credibility of the evidence and the necessity for the jury to find beyond a reasonable doubt that the defendant was the perpetrator of the crime charged before returning a guilty verdict on the grounds that the instructions actually delivered by the trial court adequately informed the jury about the factors that should be considered in evaluating the credibility of eyewitness identification testimony. Id. at 753, 412 S.E.2d at 49. An examination of the Supreme Court’s decisions in Green and Dodd, coupled with our similar decision in State v. Summey, 109 N.C. App. 518, 525-26, 428 S.E.2d 245, 249-50 (1993) (<HOLDING>), reveals that this Court and the Supreme Court Options: A. holding that the trial court did not err by failing to instruct the jury to consider certain additional factors in evaluating the validity of eyewitness identification testimony B. holding admissible expert testimony concerning factors that may impair eyewitness identification and rejecting that concerning a particular eyewitness credibility and the statistical probability of eyewitness misidentification C. holding no abuse of discretion to exclude expert eyewitness identification testimony where governments case relied on more than eyewitness identification D. holding that it was improper for the trial court to instruct the jury that it could not consider the states failure to videotape the defendant E. holding that trial court did not err

assistant: The best answer is A. holding that the trial court did not err by failing to instruct the jury to consider certain additional factors in evaluating the validity of eyewitness identification testimony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the remand order in CV-29. And as the district court’s order in CV 29 was not itself a § 1477(c) remand order, § 1447(d) does not preclude this court from reviewing the district court’s legal determination that it had no authority to review the remand order. ii) Certification Plaintiffs also contend that federal court jurisdiction in this case was divested when the district court clerk sent a certified copy of the April 1999 remand order to the Michigan state court. In dicta, we have recognized that such certification generally divests federal courts of jurisdiction. See Brierly v. Alusuisse Flexible Packaging, Inc., 184 F.3d 527, 531 (6th Cir.1999). Several other circuits have explicitly adopted this divestment principle. See, e.g., In re Lowe, 102 F.3d 731, 732, 735 (4th Cir.1996) (<HOLDING>); Trans Penn Wax Corp. v. McCandless, 50 F.3d Options: A. holding that mere entry of a remand order divests a federal court of jurisdiction even where no certified copy of the order was mailed to a state court B. holding that the state court is revested with jurisdiction when a federal district court executes the remand order and mails a certified copy of the order to the state court C. holding that the mailing of a certified copy of a remand order to a state court divests federal jurisdiction D. holding that filing of appeal to federal circuit divests this court of jurisdiction to consider motion to stay court order pending appeal E. holding that certification of a remand order divests federal court jurisdiction

assistant: The best answer is A. holding that mere entry of a remand order divests a federal court of jurisdiction even where no certified copy of the order was mailed to a state 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: to “debt-financed property.” Similarly, although Taxpayer argues that this Court “held” in Rensselaer Polytechnic, 732 F.2d at 1061, and People’s Educational Camp Society, Inc. v. Commissioner, 331 F.2d 923, 935 (2d Cir.1964), that “the” purpose of the UBIT was the elimination of unfair competition, these cases also do not assist Taxpayer, as both involved undisputed evidence of unfair competition and did not address whether unfair competition must be shown for imposition of the UBIT. Moreover, Taxpayer cites no court of appeals case holding that unfair competition must be shown for imposition of the UBIT, and our review of the applicable case law - reveals that no court of appeals has required such a showing. See, e.g., State Police Ass’n v. Commissioner, 125 F.3d 1, 8 (1st Cir.1997) (<HOLDING>); NCAA, 914 F.2d at 1425 (same); Fraternal Options: A. recognizing that a finding of actual physical control does not require that car actually is moving B. holding that imposition of ubit does not necessarily require showing of actual competition C. holding that although purchase of securities on margin does not seem to present source of unfair competition both plain meaning of statute and congressional intent support imposition of ubit on this type of income D. holding that for purposes of rule 9006b the code does not require a showing of extraordinary circumstances E. holding that the mere fact that the fda does not require a warning on a product label does not necessarily create a conflict

assistant: The best answer is B. holding that imposition of ubit does not necessarily require showing of actual competition
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 Twelfth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Twelfth Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Twelfth Amendment.

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: freely using public land. In the case most analogous to the situation at bar, SCSC, the Ninth Circuit made short thrift of defendant City of Eugene’s standing arguments. Ruling on the constitutionality of a latin cross situated in a public park, the Ninth Circuit disposed of a challenge to plaintiffs standing in a footnote: “As a threshold matter, we note that [plaintiff organization] is composed of local citizens who have standing to bring this challenge because they alleged that the cross prevented them from freely using the area.” SCSC, 93 F.2d at 619 n. 2. Here, Buono will not travel on Cima Road and Schwartz cannot enjoy his travels through the Preserve due to the presence of the cross. This is sufficient to constitute injury in fact. Compare City of St. Charles, 794 F.2d at 268 (<HOLDING>). b. Causation The government contends that the Options: A. holding that plaintiffs have standing to challenge the constitutionality of the presence of a cross in a city park even though the cross was neither erected nor financially maintained by the government B. holding that plaintiffs have standing to assert establishment clause violation because in part a cross led plaintiffs to alter their behavior C. holding that inclusion of cross on government seal violated federal establishment clause D. holding that the presence of a cross on the city insignia did not violate the establishment clause E. holding no violation of federal establishment clause

assistant: The best answer is B. holding that plaintiffs have standing to assert establishment clause violation because in part a cross led plaintiffs to alter their behavior
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 2. The Contractor shall not, without the State’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: liable for breach of the License Agreement are insufficient to state a cause of action. IMG Brands is a wholly-owned subsidiary of IMG Holdings. (Countercl. ¶ 66.) As alleged in the Counterclaims, Zohar II acquired 51% of the stock of IMG Holdings on or about October 17, 2008. (Id. ¶ 69.) Patriarch is the collateral manager of the Zohar Funds. (Id. ¶ 71.) Under New York law, a corporate parent is not automatically liable for the acts of its wholly owned subsidiary, even where the parent and subsidiary corporations have interlocking directorates. See Beck v. CONRAIL, 394 F.Supp.2d 632, 637 (S.D.N.Y.2005); Manchester Equip. Co. v. Am. Way Moving Co., 60 F.Supp.2d 3, 7 (E.D.N.Y.1999); Lorkowski v. J.C. Pitman Co., Inc., 177 A.D.2d 1021, 578 N.Y.S.2d 40 (N.Y.App. Div., 4th Dep’t, 1991) (<HOLDING>); Townley v. Emerson Elec. Co., 178 Misc.2d Options: A. holding that whollyowned subsidiary and partnership in which that subsidiary is the general partner may invoke the two dismissals of the subsidiarys parent and claim rule 41a1 res judicata B. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations C. holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control D. holding that parent corporation could not be held liable for any acts of whollyowned subsidiary although boards of directors of the two corporations overlapped in all other respects corporation had not disregarded subsidiarys corporate separateness had not involved itself directly in management of subsidiary and had not otherwise dominated or controlled subsidiary E. holding parent corporation which controlled litigation on behalf of subsidiary bound by judgment

assistant: The best answer is D. holding that parent corporation could not be held liable for any acts of whollyowned subsidiary although boards of directors of the two corporations overlapped in all other respects corporation had not disregarded subsidiarys corporate separateness had not involved itself directly in management of subsidiary and had not otherwise dominated or controlled subsidiary
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: prisoner] like everyone else ... and that [the prisoner] was ‘not O.J. Simpson or Johnnie Cochran.’ ” Id. at 1083. The court reasoned that the foregoing state ments were “racially tinged” and, therefore, sufficient to “convince a reasonable trier of fact by a preponderance of the evidence that the decision not to allow live witness testimony was racially motivated.” Id. Buck’s alleged statement is far more “racially tinged” than those at issue in Serrano. It is direct evidence of racial hostility and, taken together with circumstantial evidence that EFM was treated less favorably than other groups, creates a genuine issue of material fact as to Buck’s motives. See Serrano, 345 F.3d at 1082-83; cf. Desert Palace, Inc. v. Costa, 539 U.S. 90, -, 123 S.Ct. 2148, 2154, 156 L.Ed.2d 84 (2003) (<HOLDING>); Reeves v. Sanderson Plumbing Prod., Inc., 530 Options: A. holding that employers intent may be inferred through circumstantial evidence B. recognizing that circumstantial evidence alone can be sufficient to demonstrate a defendants guilt C. holding that motive is circumstantial evidence of intent D. holding that circumstantial evidence alone is sufficient to support a cocaine conspiracy conviction E. holding that circumstantial evidence alone may establish discriminatory intent

assistant: The best answer is E. holding that circumstantial evidence alone may establish discriminatory intent
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: At the request of Heartland, BVBC agrees to take reasonable actions to commence the termination of any Plans as of the Effective Time on terms reasonably acceptable to Heartland. If any Plans are not so terminated, after the Effective Time, Heartland will have the right to continue, amend, merge or terminate any of such Plans in accordance with the terms thereof and subject to any limitation arising under applicable Law, including Tax qualification requirements. If, after the Effective Time, there are any Plans for which the Surviving Corporation or any of its Subsidiaries continues to be a participating employer, Heartland will have the right to discontinue such participation in any of such Plans in accordance with the terms thereof and subject to any limitation arising under applicable Law. However, until Heartland takes such action, such Plans will continue in force for the benefit of present and former employees of the BVBC Entities who have any present or future entitlement to benefits under any such Plans.

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: The Company shall pay to Executive an annual base salary at the rate not less than $325,500 each calendar year (“ Base Salary ”), payable in accordance with the Company’s ordinary payroll and withholding practices from time to time in effect for its employees. During the term of employment hereunder, the Executive’s salary shall be reviewed from time to time (but no less than annually) to determine whether an increase in Executive’s salary is appropriate. Any such increase shall be at the sole discretion of the Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the case of any dispute between the Parties, the Parties shall have the right to initiate the binding arbitration process provided for in this Section 11.17 by serving upon the other Party a demand for arbitration. Notwithstanding any other provision of law, in order to be enforceable a demand for arbitration must be served within sixty (60) days of the date on which a Party discovers, or reasonably should have discovered, facts giving rise to a dispute as defined above. Within thirty (30) days of service of a demand for arbitration by either Party to this Agreement, the Parties shall endeavor in good faith to select a single arbitrator. If they fail to do so within that time period, each Party shall have an additional period of fifteen (15) days in which to appoint an arbitrator and those arbitrators within fifteen (15) days shall select an additional arbitrator. If any Party fails to appoint an arbitrator or if the arbitrators initially selected by the Parties fail to appoint an additional arbitrator within the time specified herein, any Party may apply to have an arbitrator appointed for the Party who has failed to appoint, or to have the additional arbitrator appointed, by the presiding judge for Maricopa County, Arizona. If the presiding judge, acting in his or her personal capacity, is unable or unwilling to appoint the additional arbitrator, that arbitrator shall be selected in accordance with Delaware law. Any arbitration hearing shall be conducted in Maricopa County, Arizona. The law applicable to the arbitration of any dispute shall be the law of the State of Delaware, excluding its conflict of law rules.

assistant: Applicable 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: In conformity with the Consultant’s independent contractor status and without limiting any of the foregoing, the Company shall make no deduction or withholding for taxes or contributions of any kind. The Consultant agrees to accept exclusive liability for the payment of all self employment taxes or contributions for unemployment insurance or pensions or annuities or social security payments which are measured by the remuneration paid to the Consultant or the Consultant’s agents, if any, as independent contractors and to reimburse and indemnify the Company for any such taxes or contributions or penalties which the Company may be compelled to pay as a result of the Consultant’s non payment of the same as a self employed individual. The Consultant also agrees to take all action and comply with all applicable administrative regulations necessary for the payment by the Consultant of such.

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: The enforceability of any agreement of a Borrower in the Credit Agreement relating to (i) indemnification, contribution or exculpation from costs, expenses or other liabilities or (ii) changes in the organizational control or ownership of such Borrower, which agreement (in the case of clause (i) or clause (ii)) is contrary to public policy or applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if addressed to the Board, at _________________________________.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you shall not copy , post or use text , photos , pictures , music , sounds , images or any other content from any third party or source ( `` third party content '' ) without specific permission from the owner .

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 party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. If any Indemnified Party receives notice of the assertion or commencement of any action or claim made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “ Third Party Claim ”), the Indemnified Party shall give the Indemnifying Party notice thereof. Such notice shall set forth in reasonable detail the nature of such action or claim, and include copies of any written complaint, summons, correspondence or other communication from the party asserting the claim or initiating the action.

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: protected activity for purposes of the first element of a prima facie case and the second element is not disputed. “To establish a causal connection, a plaintiff must show that ‘the decision-makers were aware of the protected conduct’ and ‘that the protected activity and the adverse employment action were not wholly unrelated.’ ” Gupta v. Fla. Bd. of Regents, 212 F.3d 571, 590 (11th Cir.2000) (internal citations omitted). “[A]t a mini mum, [a plaintiff] must show that the adverse act followed the protected conduct.” Griffin v. GTE Fla., Inc., 182 F.3d 1279, 1284 (11th Cir.1999). In other words, the plaintiff must show a temporal link between a protected activity and an adverse employment action. See Sullivan v. Nat’l R.R. Passenger Corp., 170 F.3d 1056, 1060-61 (11th Cir.1999) (<HOLDING>); Griffin, 182 F.3d at 1281-82 (finding no Options: A. holding causal link between alleged discriminatory remarks and adverse employment action insufficient B. holding that a prima facie case of retaliation requires a causal link between the employees protected activity and the employers adverse employment action C. holding that an intervening act of misconduct by the plaintiff can break the causal link between the protected conduct and the adverse employment action D. holding that no causal link existed between protected activity in february 1994 and adverse employment actions in late 1994 and early 1995 E. holding that five weeks between protected activity and adverse employment action insufficient to establish a causal connection

assistant: The best answer is D. holding that no causal link existed between protected activity in february 1994 and adverse employment actions in late 1994 and early 1995
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 sole and exclusive method for resolving all disputes under, arising out of, related to, or in connection with this Agreement shall be binding arbitration in Atlanta, Georgia, in a proceeding administered by the Atlanta Office of the American Arbitration Association (“ AAA ”) in accordance with the Commercial Dispute Resolution and Procedures of the Arbitration Rules of the AAA (the “ Rules ”). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided , however , that if the parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. The prevailing party shall be entitled to recover from the non-prevailing party, as determined by the arbitrator, all of its costs and expenses, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator. The decision of the arbitrator shall be final and binding. The prevailing party shall be entitled to apply to, and obtain from, a court or tribunal having jurisdiction, an order enforcing the arbitrator’s decision. Notwithstanding anything contained in this Section 23 to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and this Section 23 shall not limit the remedies granted the Company in Section 7(k) .

assistant: Arbitration
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: in the years noted, and that this practice was reasonably foreseeable as to each Defendant: Allure -1991; ESPN The Magazine — 1998; GQ-Gentlemen’s Quarterly — 1957; Maxim — 1997. Id. Accordingly, Defendants caused the Racketeering Acts by publishing press releases and advertisements in the listed newspapers or magazines. Moreover, when a Defendant sends press releases and advertisements to newspapers and magazines for dissemination, it is obviously reasonably f th Cir.1978); United States v. Buchanan, 544 F.2d 1322, 1324-25 (5th Cir.1977); Pritchard v. United States, 386 F.2d 760, 764 (8th Cir.1967) (same for advertisements in magazines as well as newspapers); Atkinson v. United States, 344 F.2d 97, 98-99 (8th Cir.1965) (same for advertisements in newspapers); Weisman, 83 F.2d at 473 (<HOLDING>). For the foregoing reasons, it is clear beyond Options: A. holding that the board of education violated a school teachers first amendment rights by dismissing him because he had criticized the board in a letter to the local newspaper B. holding that injunction of scandalous newspaper was unconstitutional C. holding that it was reasonably foreseeable that newspapers would be mailed to some subscribers containing the advertisements the defendant placed in the newspaper D. holding that it was reasonably foreseeable to the defendant that the letter he handdelivered to a newspaper in response to an advertisement would be sent by the newspaper to its customer via the us mails E. holding that murder committed by customer was not foreseeable result of excessive sale of alcohol to customer

assistant: The best answer is D. holding that it was reasonably foreseeable to the defendant that the letter he handdelivered to a newspaper in response to an advertisement would be sent by the newspaper to its customer via the us mails
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 each of the other Secured Debt Documents represent the agreement of the Grantors, the Collateral Trustee and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in any of the other Secured Debt Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to Executive, at Executive’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

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: Executive understands and agrees that should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said invalid part, term or provision shall be deemed not a part of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 48 B.R. 916 (Bankr.D.Nev.1985) (<HOLDING>); In re Schwartz, 52 B.R. 314 Options: A. holding that in georgia pursuant to 9107 of the ucc refinancing of a promissory note transforms the obligation thereby destroying purchase money nature of the security interest therefore the creditor lost its purchase money security interest pmsi in a television set when the loans were consolidated and lien was avoidable id 89 br 264 18 bcd 58 B. holding that a purchase money security in jewelry was not lost when the perfected purchase money security interest was consolidated with a subsequent retail installment contract C. holding security interest in insurance premiums perfected by creation of security interest D. holding courts must look to the law of the state in which the security interest was created to determine if creditor retains a purchase money security interest despite refinancing E. holding that creditor held a purchase money security interest in household furniture by virtue of assignment of the retail installment contract from the seller

assistant: The best answer is B. holding that a purchase money security in jewelry was not lost when the perfected purchase money security interest was consolidated with a subsequent retail installment contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During and after the Term, Executive and the Company agree not to make any statement that criticizes, ridicules, disparages, or is otherwise derogatory of the other; provided, however, that nothing in this Agreement shall restrict either party from making truthful statements (a) when required by law, subpoena, court order or the like; (b) when requested by a governmental, regulatory, or similar body or entity; (c) in confidence to a professional advisor for the purpose of securing professional advice; (d) in the course of performing his or its duties during the Term; or (e) to rebut any statement made or written about him or it. In addition, nothing in this section shall prohibit either party from making normal competitive statements about the Company’s business or products provided such statements are truthful.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company, MN Advisors and their Affiliates shall have the authority, duty and power to determine, withhold and report the amount of any applicable employment taxes and any applicable foreign, federal, state, or local taxes as may be required under any applicable provision of the Code and any other applicable law with respect to any amount payable under the Plan.

assistant: Taxes