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: If, as a result of Executive’s incapacity due to physical or mental illness (“Disability”), Executive shall have been absent from the full-time performance of Executive’s duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to Executive by the Company (in accordance with Section 4A of the Employment Agreement), Executive shall not have returned to the full-time performance of Executive’s duties, Executive’s employment under this Agreement may be terminated by the Company for Disability. During any period prior to such termination during which Executive is absent from the full-time performance of Executive’s duties with the Company due to Disability, the Company shall continue to pay Executive’s Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable during such period to Executive under any disability insurance plan or policy provided by the Company. Pursuant to the terms of the 2011 Stock Plan, any equity awards issued pursuant to the 2011 Plan shall continue to vest until a Termination of Employment (as defined in the 2011 Plan). Upon termination of Executive’s employment due to Disability, the Company shall pay Executive within 30 days of such termination (i) Executive’s Base Salary through the end of the month in which Executive’s termination of employment for Disability occurs in equal biweekly installments, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company; and (ii) any Accrued Obligations in a lump sum in cash.

assistant: Disability
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 Joinder Agreement, together with the Credit Agreement and the other Credit Documents, embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings of the parties, verbal or written, relating to the subject matter 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: T he v a lidi t y , int er p re t a tion, c o n st r u c tion a nd p erf o r m a n c e of this A g r e e m e nt sh a ll be gov er n e d b y the l a w s of t h e St a te of C a li f o r ni a , w i t hout g iving ef f ec t to the p r in c ipl e s of c on f li c t of l aw s.

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 case excerpt and choose the best holding from the options. Case excerpt: some evidence to uphold prison disciplinary proceeding); Choice v. Coughlin, 1996 WL 325627 (S.D.N.Y.1996) (decision to confine inmate the SHU based on plaintiff's letter constitutes “some evidence”); Cardenas v. Wigen, 921 F.Supp. 286, 289 (E.D.Pa.1996) (“some evidence” standard may be satisfied by application of the constructive possession doctrine). 6 . See also Powell v. Coughlin, 953 F.2d 744 (2d Cir. 1991) (error for district court to overturn disciplinary adjudication and order ex-pungement of prisoner's record without inquiring whether the violation had any effect upon the outcome of the proceeding where hearing officer violated court order establishing procedural requirements for prison disciplinary proceedings); Von Kahl v. Brennan, 855 F.Supp. 1413, 1421 (M.D.Pa.1994) (<HOLDING>); Laird v. McBride, 858 F.Supp. 822 Options: A. holding petitioner must show prejudice to prevail on due process claim B. holding that where the minimal requirements of due process have been met an inmate must show prejudice when a particular regulation is not complied with before a federal court will intervene C. holding that an alien must show error and substantial prejudice in order to prevail on a due process claim D. holding that an inmate stated a claim under the due process clause when guards had placed her in a cell with a dangerous inmate E. holding that to show prejudice petitioners must show that the bia could plausibly have determined that they met the eligibility requirements of suspension of deportation

assistant: The best answer is B. holding that where the minimal requirements of due process have been met an inmate must show prejudice when a particular regulation is not complied with before a federal court will intervene
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: 202 (1986). 12 . United States v. Jamas Day Care Ctr. Corp., 152 Fed.Appx. 171, 173 (3d Cir.2005) (quoting Olson v. GE Astrospace, 101 F.3d 947, 950 (3d Cir.1996) (citing Coolspring Stone Supply, Inc. v. American States Life Ins. Co., 10 F.3d 144, 148 (3d Cir.1993))). See also Mesnick, 950 F.2d at 822. (".. etter (18 months prior to the Petition Date) informing the Debtor that no further shipments would be made if the Debtor's account was not current, the Debtor made 30 payments to DFI, ranging from 28-127, with an average days-to-pay of 53.3. After the March and April 2007, the Debtors made 77 transfers to DFI, ranging from 21-91 days, with an average of 38 days-to-pay. 50 . See generally Paterson Supp. Dec. 51 . See generally Trisio Dec. 52 . See Molded Acoustical, 18 F.3d at 224-25 (<HOLDING>). See also Elrod Holdings Corp., 426 B.R. at Options: A. holding that we lack jurisdiction to consider claims that have not been raised before the bia B. holding that creditor did not have actual knowledge of the bankruptcy filing where the debtor informed creditor of the possibility that a bankruptcy case would be filed C. recognizing that court has inherent power to control the judicial business before it D. holding that no additional rights can be created after insolvency but that beneficiarys claims under standby letters of credit were provable against the fdic as receiver despite the fact that the beneficiaries made their demand after the banks insolvency because the claims were fixed as of the date of insolvency E. holdings that when a debtorcreditor relationship has been cemented long before the onset of insolvency we should pause and consider carefully before further impairing a creditor whose confident consistent ordinary extension of trade credit has give the straightened debtor a fighting chance of sidestepping bankruptcy and continuing in business

assistant: The best answer is E. holdings that when a debtorcreditor relationship has been cemented long before the onset of insolvency we should pause and consider carefully before further impairing a creditor whose confident consistent ordinary extension of trade credit has give the straightened debtor a fighting chance of sidestepping bankruptcy and continuing in business
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for its own account or for the account of any of its Subsidiaries, in a form acceptable to the Issuing Bank in its sole discretion, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: action under Title [9].” N.J. Div. of Youth & Family Servs. v. R.D., 207 N.J. 88, 112, 23 A.3d 352 (2011) (quoting N.J. Div. of Youth & Family Servs. v. A.P., 408 N.J.Super. 252, 259, 974 A.2d 466 (App.Div.2009), certif. denied, 201 N.J. 153, 988 A.2d 1176 (2010)) (internal quotation marks omitted); see N.J. Div. of Youth & Family Servs. v. K.M., 136 N.J. 546, 556, 643 A.2d 987 (1994) (“[Termination proceedings, which are brought pursuant to N.J.S.A 30:4C-15, do not require a prior determination of abuse or neglect.”). Additionally, when DYFS has properly assumed “care or custody” of a child, it may initiate termination proceedings, even if a Title 9 action is pending and no determination of abuse or neglect has been made. A.P., supra, 408 N.J.Super. at 261, 974 A.2d 466 (<HOLDING>). On January 7, 2008, the family court granted Options: A. holding that dyfs was not required to try the title 9 action to conclusion before filing a title 30 action for the termination of parental rights B. recognizing this substantial interest in context of termination of parental rights C. holding that election of remedies did not apply because filing a trespass to try title action by the mortgageetrusteedeed grantee was not inconsistent with its successful settlement of claim against the title insurer D. recognizing that the department is required to present clear and convincing evidence to support termination of a parents parental rights E. holding that trespass to try title is the method for determining title to real property

assistant: The best answer is A. holding that dyfs was not required to try the title 9 action to conclusion before filing a title 30 action for the termination of parental rights
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: Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other parties’ failure to perform their obligations under this Agreement, the parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them, respectively, to the extent permitted by applicable law, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure, without bond or other security being required.

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: This Agreement and all claims, causes of action, disputes or controversies based upon, arising out of or relating to this Agreement or the negotiation, execution, performance, non-performance, interpretation, termination or construction of this Agreement or the transactions contemplated hereby (whether arising in contract or tort), will be governed by and construed in accordance with, the internal laws of the State of New York, without reference to conflict of laws principles (other than Section 5-1401 of the New York General Obligations Law).

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: In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal, unenforceable, or unreasonable or excessive as to duration, geographic scope, or activity, then such provision shall be modified or restricted to the extent necessary to make such provision valid, binding and enforceable. Any provision that is modified shall be construed by limiting and reducing it to the maximum time, geographic or scope limitations, as the case may be, so as to be reasonable and enforceable to the extent compatible with the applicable law. If such provision cannot be modified or restricted, then such provision shall be deemed to be excised from this Agreement, provided that the binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.

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: The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. Notwithstanding the foregoing, if the Release is found to be invalid or unenforceable in any respect, Noble shall be entitled to terminate 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 legal provision and list the applicable contract clause categories. Provision: Company and any endorsers, guarantors and sureties of this Note hereby waive diligence, demand, presentment, notice of nonpayment, protest and notice of protest and expressly agree that this Note and any payment hereunder may be renewed, modified or extended from time to time and at any time and consent to the acceptance or release of security for this Note or a release of any party or guarantor, all without in any way affecting their liability and waive the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any guaranty thereof, or to any agreement to pay the same to the full extent permissible by law.

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 legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in one or more counterparts, and by separate parties on separate counterparts, all of which shall constitute one and the same agreement. Facsimile copies of signatures or copies of signatures sent by electronic mail (as a “pdf” or “tif” attachment) shall be treated as manually signed originals for the purposes of this Amendment and the documents to be delivered pursuant to Section 5. Any party delivering an executed counterpart of this Amendment by facsimile or electronic mail also shall deliver a manually executed counterpart of this Amendment, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this 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: 268 F.3d 970, 975 (10th Cir.2001), petition for cert filed, (U.S. May 17, 2002) (No. 01-10302). ANALYSIS I. Failure to Instruct on Voluntary and Involuntary Intoxication Jackson argues the trial court denied him due process and his Sixth, Eighth, and Fourteenth Amendment rights by refusing to instruct the jury, as he requested, on voluntary and involuntary intoxication. He claims the jury instructions did not reflect his intoxication defense, despite his offering ample evidence to support the defense. Jackson fails to cite Supreme Court precedent establishing a constitutional man date for intoxication instructions. Supreme Court precedent instead suggests there is no such mandate. See generally Montana v. Egelhoff, 518 U.S. 37, 39-40, 43, 51, 56, 116 S.Ct. 2013, 135 L.Ed.2d 361 (1996) (<HOLDING>); Taylor v. Withrow, 288 F.3d 846, 851 (6th Options: A. holding that a defendants insanity due to voluntary intoxication is not a defense B. holding montana statute precluding consideration of voluntary intoxication in determining existence of mental state which is element of criminal offense does not violate due process clause C. holding such intoxication to be voluntary D. holding that doctrine does not violate due process E. holding that a mandatory presumption in a jury charge which directed a finding on an element of the criminal offense violated the due process clause

assistant: The best answer is B. holding montana statute precluding consideration of voluntary intoxication in determining existence of mental state which is element of criminal offense does not violate due process clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, all acts and transactions pursuant hereto and all obligations of the Parties shall be governed by and construed in accordance with the laws of the State of Delaware without reference to such state’s principles of conflicts of law that would refer a matter to a different jurisdiction. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware, in respect of the interpretation and enforcement of the provisions of this Agreement and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that delivering of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.1 or in such other manner as may be permitted by Applicable Law, shall be valid and sufficient service thereof.

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: Customer agrees to maintain at all times during the term of this Agreement: (i) Workers’ Compensation Insurance as prescribed by applicable laws of the state(s) with jurisdiction over each of Customer’s employees; and (ii) Commercial General Liability Insurance with a per-occurrence limit of not less than One Million Dollars ($1,000,000) (or higher limits as may be required by applicable law) (which coverage can be provided through a combination of primary and umbrella policies), which policy(ies) shall identify CHS as an additional insured party with respect to the operation of the Facility. As to all policies described in this Section V.F., Customer agrees that: (i) it will provide CHS with at least thirty (30) days’ written notice prior to the effective date of cancellation or any material change of any such policy (ies); and (ii) upon any request from CHS, Customer will immediately instruct its insurer(s) to provide CHS with certificates of insurance evidencing coverage that is required by this Section V.F. Customer agrees that the policy limits set forth herein are minimum limits and shall not be construed to limit Customer’s liability.

assistant: Insurances
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 issuance of RSUs (and the Shares underlying the RSUs) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue these RSUs or any of the Shares pursuant to this Agreement if any such issuance would violate any such requirements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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: This Agreement may be executed in one or more counterpart copies, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or email shall be deemed to be their original signatures for all purposes.

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: Rev. at 1404, the employer’s clear breach of the employment contract, the employer’s benefit in terms of enhanced chances of mitigation and the public’s interest in “the need for stability in labor relations,” Pierce, 84 N.J. at 66, plaintiff retains his cause of action for breach of contract. We are confident that in the modern employment context where there is a position-specific employment contract and an employee resigns after his employer without justification forces that employee to choose from among demotion, termination or resignation, it must be concluded that the employer remains subject to liability for that breach unless facts clearly demonstrate a fairly bargained release of the employer. See also cf. Goss v. Exxon Office Systems Co., 747 F.2A 885, 887-89 (3d Cir.1984) (<HOLDING>); Annotation, “Circumstances in Title VII Options: A. recognizing doctrine of constructive discharge under federal civil rights act and national labor relations act where employer knowingly permits working conditions to become so intolerable that a reasonable person subject to them would resign B. recognizing constructive discharge where employer rather than acting directly deliberately makes employees working conditions so intolerable that a reasonable employee would be forced into involuntary resignation C. holding that the but for test applied in a mixed motive case under the national labor relations act D. holding ports authority was not an employer subject to the jurisdiction of the national labor relations board E. holding that a district court may have jurisdiction over action taken by the national labor relations board despite an express statutory finality provision when the agency has acted in excess of its delegated powers and contrary to a specific prohibition in the national labor relations act

assistant: The best answer is A. recognizing doctrine of constructive discharge under federal civil rights act and national labor relations act where employer knowingly permits working conditions to become so intolerable that a reasonable person subject to them would resign
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 Joint Lead Arrangers shall have received (A) the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the three fiscal years most recently ended for which financial statements are available and the related audited statements of income and retained earnings and cash flows for such Fiscal Years and (B) unaudited Consolidated balance sheet of the Borrower and its Subsidiaries for each quarterly period ended after June 30, 2017 for which financial statements are publicly available and related unaudited interim statements of income and retained earnings.

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 case excerpt and choose the best holding from the options. Case excerpt: District v. Rodriguez, 411 U.S. 1, 16-17, 93 S.Ct. 1278, 1287-1288, 36 L.Ed.2d 16, 33 (1973), reh’g den. 411 U.S. 959, 93 S.Ct. 1919, 36 L.Ed.2d 418 (1973). Under certain circumstances, courts have also applied intermediate scrutiny, where a statute is upheld if it serves important governmental interests and is substantially related to those interests. Reed v. Reed, 404 U.S. 71, 92 S.Ct. 251, 30 L.Ed.2d 225 (1971). Because no fundamental right or suspect class is implicated here, the federal equal protection analysis employs the rational-basis standard. Drew Assocs. of NJ, LP v. Travisano, supra, 122 N.J. at 258, 584 A.2d 807; Brown v. City of Newark, 113 N.J. 565, 573, 552 A.2d 125 (1989); see Bullock v. Carter, 405 U.S. 134, 142-143, 92 S.Ct. 849, 855-856, 31 L.Ed.2d 92, 99 (1972) (<HOLDING>); see also Abramowitz v. Kimmelman, 203 Options: A. holding that the right to drive is not a fundamental right B. holding right to be fundamental C. holding that the right to vote is fundamental D. recognizing that a criminal defendants right to a fair trial is fundamental E. holding that there is no fundamental right to run for office

assistant: The best answer is E. holding that there is no fundamental right to run for office
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: S.Ct. 2267, 2272, 180 L.Ed.2d 60 (2011)). “[C]ourts normally start-and stop-by looking at ‘the fact of conviction and the statutory definition of the prior offense.’ ” United States v. Medina-Almaguer, 559 F.3d 420, 422 (6th Cir.2009) (quoting Taylor v. United States, 495 U.S. 575, 110 S.Ct. 2143, 109 L.Ed.2d 607. 602 (1990)). Sanbria-Bueno was convicted under 21 U.S.C. § 846 for conspiracy to possess with intent to distribute and to distribute heroin in violation of 21 U.S.C. § 841. Nevertheless, Sanbria-Bueno contends that the offense was not categorically a “drug trafficking offense” within the meaning of § 2L1.2(b)(l)(A)(i) because a generic conspiracy requires an overt act while § 846 does not. See United States v. Shabani, 513 U.S. 10, 17, 115 S.Ct. 382, 130 L.Ed.2d 225 (1994) (<HOLDING>). Sanbria-Bueno would have this court apply the Options: A. holding that an overt act may be a verbal statement or a physical act B. holding that the elements of a drug conspiracy under 21 usc 846 do include an overt act requirement C. holding that an 18 usc 1956h conspiracy does not require proof of an overt act D. holding that proof of overt act is not required to support admission of evidence of statement of coconspirator during course of conspiracy E. holding proof of an overt act is not required to establish a violation of 846

assistant: The best answer is E. holding proof of an overt act is not required to establish a violation of 846
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 controversy, claim or dispute between the parties relating to Executive’s employment or termination of employment, whether or not the controversy, claim or dispute arises under this Agreement, shall be resolved by arbitration in New York County, New York, in accordance with the Employment Arbitration Rules and Mediation Procedures (“ Rules ”) of the American Arbitration Association through a single arbitrator selected in accordance with the Rules. The decision of the arbitrator shall be rendered within 30 days of the close of the arbitration hearing and shall include written findings of fact and conclusions of law reflecting the appropriate substantive law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in the State of New York. In reaching his or her decision, the arbitrator shall have no authority (a) to authorize or require the parties to engage in discovery (provided, however, that the arbitrator may schedule the time by which the parties must exchange copies of the exhibits that, and the names of the witnesses whom, the parties intend to present at the hearing), (b) to change or modify any provision of this Agreement, (c) to base any part of his or her decision on the common law principle of constructive termination, or (d) to award punitive damages or any other damages not measured by the prevailing party’s actual damages and may not make any ruling, finding or award that does not conform to this Agreement. Each party shall bear all of his or its own legal fees, costs and expenses of arbitration to the fullest extent permitted by applicable law, and one-half (1/2) of the costs of the arbitrator.

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: or her and the therapist has a resultant incentive to diagnose and treat carefully and competently. Furthermore, the risks to the parent of a misdiagnosis of parental alienation do not rise to the level of criminal repercussions or even termination of parental rights, such as those associated with an accusation of sexual abuse. A false allegation against a parent of child sexual abuse can cause substantial injury. See, e.g., Montoya v. Bebensee, 761 P.2d 285, 288 (Colo.App.1988); Althaus v. Cohen, 562 Pa. 547, 756 A.2d 1166, 1170 (2000) (noting that being "falsely accused of sexual abuse is undoubtedly a substantial harm, a harm which is readily foreseeable"); Heather J. Rhoades, Zamstein v. Marvasti: Is A Duty Owed To Alleged Child Sexual Abusers?, 30 Conn. L.Rev. 1411, 1412 (1998) (<HOLDING>) (quoting Thomas M. Horner & Melvin J. Guyer, Options: A. holding that the fouching for the purposes of abuse language in section 1834014 means touching for the purposes of sexual abuse not abuse in general B. holding evidence of outofstate instances of abuse admissible in child sexual abuse case to show intent opportunity and relationship between defendant and victim C. holding defendants prior conviction for assault related to sexual abuse of a minor even though it did not require an act of sexual abuse because it required intent to commit sexual abuse and such a mens rea demonstrate the offense was one relating to sexual abuse D. recognizing that the climate surrounding child sexual abuse is such that allegations alone are quickly raised to the status of evidence signifying abuse E. holding trial court was proper in admitting a doctors testimony that a delay between the occurrence of an incident of child sexual abuse and the childs revelation of the incident was the usual pattern of conduct for victims of child sexual abuse

assistant: The best answer is D. recognizing that the climate surrounding child sexual abuse is such that allegations alone are quickly raised to the status of evidence signifying abuse
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: Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and the Company (and the OAC Representative on behalf of the Company) will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of the Company and the OAC Representative shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

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: No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Any reference in any Financing Document to the “continuing” nature of any Event of Default shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived in accordance with the terms of the applicable Financing Documents.

assistant: No 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: distance over which the observed vehicle moved during the period of observation will go to the weight of the witness’ estimation. If the distance is exceedingly small, the court may refuse to allow the witness to offer an estimate of speed because it is apparent that the witness had only a “fleeting” glimpse of the moving vehicle. Id. at 1088-89 (internal citations and footnotes omitted). See also Heacox v. Polce, 392 Pa. 415, 416, 141 A.2d 229, 232 (1958) (stating plaintiff did not have sufficient time to observe speed of defendant’s vehicle immediately before impact; plaintiff stepped into lane, looked up, and saw defendant’s vehicle “practically on top of me.... ”); Catina v. Maree, 272 Pa.Super. 247, 415 A.2d 413, 419 (1979), rev’d on other grounds, 498 Pa. 443, 447 A.2d 228 (1982) (<HOLDING>). ¶ 10 Instantly, Ms. Winfrey is licensed to Options: A. holding that trial court properly determined that police officer had reasonable suspicion to stop appellants vehicle based on suspected violation of section 3361 where officer testified that appellant was driving fifteen miles over the 25 mph speed limit and the road was wet and slushy B. holding trial court properly excluded testimony concerning speed of vehicle where witness observed vehicle travel on a diagonal for thirtyfive 35 feet on poorly lit road estimate of speed may not be predicated on such a slender data base C. holding automobile exeeption did not apply to warrantless search of vehicle where vehicle was not readily mobile because the vehicle was legally parked in parking lot occupants of vehicle were seated on a bench in the playground near the parking lot police officers surrounded the vehicle and the driver of the vehicle was handcuffed for safety purposes D. holding that plaintiff who slipped and fell on ice while securing cars on his employers motor vehicle carrier preparing to travel was very close to the vehicle and engaged in a task related to the vehicle and therefore was an occupier of a motor vehicle E. holding that the stop of defendants vehicle was unlawful where officers stopped the vehicle to check the license and registration but had observed no suspicious activity

assistant: The best answer is B. holding trial court properly excluded testimony concerning speed of vehicle where witness observed vehicle travel on a diagonal for thirtyfive 35 feet on poorly lit road estimate of speed may not be predicated on such a slender data base
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 Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the RSUs, their grant or vesting or any payment or transfer with respect to the RSUs and to take such action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.

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 case excerpt and choose the best holding from the options. Case excerpt: based on section 6-1012. See Morris v. Thomson, 130 Idaho 138, 145, 937 P.2d 1212, 1219 (1997) (“We have consistently upheld instructions based upon, § 6-1012 as correctly explaining to the jury the applicable standard of care.”); Hilden v. Ball, 117 Idaho 314, 316, 787 P.2d 1122, 1124 (1989) (concluding that the district court did not err in its jury instructions where they were based on the local standard of care as enunciated in section 6-1012); Robertson v. Richards, 115 Idaho 628, 633, 769 P.2d 505, 510 (1987) (“I.C. § 6-1012 sets the applicable standard of care in Idaho medical malpractice cases, and the district court’s instructions correctly apprise the jury that the defendant was required to meet that standard.”); Grimes v. Green, 113 Idaho 519, 520, 746 P.2d 978, 979 (1987) (<HOLDING>). Silk Touch argues that its proposed jury Options: A. holding that jury instructions were not erroneous when they substantially conformed to section 61012 B. holding that the plaintiffs hourly rates were reasonable because they conformed to the updated laffey matrix and were customary for similar cases C. holding that identical jury instructions regarding nonstatutory mitigating circumstances were not erroneous D. holding that written instructions did not cure erroneous oral instruction E. holding that if jury instructions viewed as a whole fairly state the applicable law to the jury the failure to give particular instructions will not be error

assistant: The best answer is A. holding that jury instructions were not erroneous when they substantially conformed to section 61012
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 Employee agrees, as a condition of the grant of the Stock Units, to repatriate all payments attributable to the Stock Units and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquired pursuant to the Stock Units) in accordance with all foreign exchange rules and regulations applicable to the Employee. In addition, the Employee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its subsidiaries and Affiliates, as may be required to allow the Company and its subsidiaries and Affiliates to comply with all applicable laws, rules and regulations. Finally, the Employee agrees to take any and all actions as may be required to comply with the Employee’s personal legal and tax obligations under all applicable laws, rules and regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties hereby acknowledge and agree that monetary damages, even if available, would not be an adequate remedy in the event of any actual or threatened material default in, or material breach of, any of the terms, conditions and provisions of this Agreement. The non-breaching Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative.

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: Upon the occurrence of an Event of Default, then, and in every such event (other than an event described in Section 6.01(f)), and at any time thereafter during the continuance of such event, the Agent shall, by notice to the Borrower, if directed by the Required Lenders, declare the unpaid principal and interest of the Loans to be forthwith due and payable, whereupon the principal of such Loans, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall become forthwith due and payable and all Commitments shall automatically terminate, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any Loan Document (other than the NHL Consent Letter and the Security Agreement) to the contrary notwithstanding; and, in any event described in Section 6.01(f) above, the principal of the Loans, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall automatically become due and payable and all Commitments shall automatically terminate, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any of the Loan Documents (other than the NHL Consent Letter and the Security Agreement) to the contrary notwithstanding.

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: This Assignment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement and may be delivered by e-mail, pdf or other electronic transmission.

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 Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement, the Prospectus and the Prospectus Supplement and which the failure to so have would have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the Prospectus and the Prospectus Supplement, a written notice that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual Property