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 case excerpt and choose the best holding from the options. Case excerpt: vulnerable to them.” Id. In light of DeShaney, a plaintiff seeking to hold a state official liable for private acts must allege more than a failure to act. Cartwright, 336 F.3d at 493. He must point to conduct which either created or increased the risk of harm, and show not only that he could have been saved, but also that he was “safer before the state action than he was after it.” Id. To the extent that Engler claims that “Arnold’s inaction,” that is, his refusal to investigate or report allegations of abuse, is the conduct at issue, Engler has failed to state a claim. See R. 1 (Compl. at ¶ 4) (Page ID #2). A state official’s failure to investigate or report allegations of child abuse does not constitute an affirmative act. Langdon v. Skelding, 524 Fed.Appx. 172, 176 (6th Cir. 2013) (<HOLDING>). Indeed, under DeShaney, even returning a Options: A. holding that a child has a 1983 action against the state while in foster care where the state is deliberately indifferent to the likelihood that a foster home is unsafe yet places the child there or allows the child to remain there B. holding that failing to remove a child from a foster home is not an affirmative act under the statecreated danger exception even where the officials investigation revealed obvious dangers to the childs safety C. holding that when a state obtains an order to remove a child from his home and takes the child into protective custody it is exercising affirmative state power over the child to the extent that it has a due process obligation to assume responsibility to provide for the childs basic needs D. holding foster parents not liable for willful act of their foster child E. holding that the trial court did not err in finding that a trust relationship existed between a foster mother and foster child where it found that the child immediately became attached to the foster mother and was confiding in her when she made statements admitted under the hearsay exception

assistant: The best answer is B. holding that failing to remove a child from a foster home is not an affirmative act under the statecreated danger exception even where the officials investigation revealed obvious dangers to the childs safety
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs or Cash Units, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in the event of any failure of the app to conform to any applicable warranty , you may notify app provider , and app provider will refund the purchase price for the app to you ( if applicable ) and , to the maximum extent permitted by applicable law , app provider will have no other warranty obligation whatsoever with respect to the app .

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: In the event that the Company or any Participant initiates legal proceedings to enforce any provision of this Policy or resolve any dispute hereunder, and the Participant is the prevailing party on at least one material claim, then the Company shall be responsible for payment of the Participant’s costs incurred in connection therewith, including reasonable attorneys’ fees.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive (and his eligible dependents) shall be entitled to receive such benefits (including, without limitation, fringe benefits and perquisites) and to participate in such employee benefit plans, including life, health and disability insurance policies and the Company's Code Section 401(k) pension plan, as are generally provided by the Company to its executives at a comparable level in accordance with the terms of such plans, practices and programs of the Company, at a level commensurate with the Executive's position.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: additionally , you may direct us to display your listing on ebay sites other than the original ebay listing site , including where you choose to list an item with an international shipping option ( such as worldwide shipping or the global shipping program ) ; the appearance of your listings on these sites is not guaranteed .

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 Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises required to carry on its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

assistant: Existence
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: Employee shall indemnify and defend Sarepta and its Representatives and each of their respective directors, officers, employees, managers, members, partners, shareholders, agents and affiliates (collectively, the “Indemnified Persons”) against and hold each Indemnified Person harmless from any and all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, lawsuits, proceedings, actions, judgments, disbursements of any kind or nature whatsoever, interest, fines, settlements and reasonable attorneys’ fees and expenses that the Indemnified Persons may incur, suffer, sustain or become subject to arising out of, relating to, or due to the breach of this Agreement by Employee or any of his or her Representatives. The provisions of this Section 5 shall survive indefinitely any termination of this Agreement, the completion or the termination of Employee’s employment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Restricted Stock Unit represents the unsecured right to receive, subject to vesting and the terms hereof, one share of Stock. Subject to the Participant’s separation from service with the Corporation or any Affiliate (the “ Corporation Group ”) for any reason set forth in Section D(2) of this Award Agreement, one hundred percent (100%) of the Restricted Stock Units shall vest on the earlier of (i) the first anniversary of the Grant Date or (ii) the date of the Sonic Corp. annual shareholders’ meeting in the following year (“ Vesting Date ”).

assistant: Vesting
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: clear that it is using the term ‘contract’ metaphorically, to illuminate certain aspects of the relationship formed between a State and the federal government in a program such as Medicaid. It does not say that Medicaid is only a contract.” Westside Mothers, 289 F.3d at 858; see also Barnes v. Gorman, — U.S. -, 122 S.Ct. 2097, 2102 n. 2, - L.Ed.2d - (2002) (“We do not imply, for example, that suits under Spending Clause legislation are suits in contract, or that contract-law principles apply to all issues that they raise.”). The Directors urge us to apply the same misinterpretation of Pennhurst and Blessing. The Sixth Circuit refused to make the logical leap that the Directors urge, from describing such programs as “like contracts” to treating such Ct. 1932, 32 L.Ed.2d 352 (1972) (<HOLDING>); Townsend v. Swank, 404 U.S. 282, 285, 92 Options: A. recognizing that the supremacy clause does not of its own force create rights B. recognizing that the supremacy clause is not a source of any federal rights C. holding a california regulation that conflicted with the social security act invalid under the supremacy clause D. holding the provisions of a new york welfare program that conflicted with federal regulations under the social security act invalid under the supremacy clause E. holding the illinois statute at issue in templeton invalid under the supremacy clause

assistant: The best answer is C. holding a california regulation that conflicted with the social security act invalid under the supremacy 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 case excerpt and choose the best holding from the options. Case excerpt: [the child’s] placement. [The therapist] noted her understanding that the district court would be making a decision on permanency issues. Thus, [the therapist] clearly prepared the ... letter in anticipation of litigation, and the district court abused its discretion in admitting the letter.” 662 N.W.2d at 161. Likewise, we conclude that Rule 803(6) was not a basis for admitting the Court Report in this case. Much of the information in the report (which, for the most part, spans a 10-year period, with some information extending as far back as 30 years to the mother’s childhood) was not timely recorded. Rule 803(6) states that a business record will be admissible only if it is made “at or near the time” of the events it reports. See United States v. Kim, 595 F.2d 755, 760 (D.C.Cir.1979)(<HOLDING>). The title of Cowart’s report, “Court Report Options: A. holding that the exception to the general rule applied even though the court did not specifically rule the evidence was inadmissible because the ruling was definitive and reached the ultimate issue of admissibility B. holding that computer data compiled in the ordinary course of business and presented in computer printouts prepared for trial is admissible under rule 8036 C. holding that the victims statement was inadmissible when made two to three hours after victim was allegedly raped because the victims testimony supported the conclusion that her statement was made with conscious reflection D. holding that because the record in the case had not been developed sufficiently to determine whether a childs statement was admissible under the tender years exception a new trial was warranted E. holding that a bankdeposit record prepared two years after the deposit was allegedly made was inadmissible under the businessrecords exception of rule 8036 fedrevid

assistant: The best answer is E. holding that a bankdeposit record prepared two years after the deposit was allegedly made was inadmissible under the businessrecords exception of rule 8036 fedrevid
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: burden of proof to the defendant, United States v. Murrieta-Bejarano, 552 F.2d 1323, 1325 (9th Cir.1977). In this case, the district court instructed the jury that deliberate ignorance would come into play if Stone “believed a false and fraudulent claim was being made ... and consciously tried to avoid” actual knowledge. The jury was told that Stone’s belief and his actions had to be established “beyond a reasonable doubt.” Such a charge tells the jury in no uncertain terms that the mens rea element is the defendant’s belief and conscious actions, the existence of which must be measured by proof beyond a reasonable doubt. That is not a negligence standard. See United States v. Sasser, 974 F.2d 1544, 1552-53 (10th Cir.1992), cert. denied, — U.S. —, 113 S.Ct. 1063, 122 L.Ed.2d 368 (1993) (<HOLDING>). The second rationale offered by the contrary Options: A. holding that unless an erroneous instruction was unlikely to have changed the result of the trial a reviewing court cannot say that giving the instruction was harmless error B. holding that a party waived an allegation that an instruction was erroneous where the party failed to object at trial to the instruction on those grounds C. holding that a properly worded deliberate ignorance instruction obviates the harmful effects of the erroneous giving of such an instruction D. holding that the trial court erred by giving a misleading instruction E. holding that the giving of an erroneous reasonable doubt instruction can never be harmless error

assistant: The best answer is C. holding that a properly worded deliberate ignorance instruction obviates the harmful effects of the erroneous giving of such an instruction
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 Obligors shall jointly and severally reimburse and indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that Borrower shall not be required to indemnify a Recipient pursuant to this Section 5.03(d) to the extent that such Recipient fails to notify Borrower of its intent to make a claim for indemnification under this Section within 180 days after a claim is asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.

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 case excerpt and choose the best holding from the options. Case excerpt: the jury e’s refusal to charge in this instance. IV. Public Official Kennedy next alleges the trial judge erred by not finding Goodwin was a public official and, accordingly, charging the jury on the plaintiffs burden of proving actual malice and the falsity of the alleged defamatory statement. The designation of a plaintiff as a public official is considerable in a defamation action. “In defamation actions involving a ‘public official’ or ‘public figure,’ the plaintiff must prove the statement was made with ‘actual malice,’ i.e., with either knowledge that it was false or reckless disregard for its truth.” Elder v. Gaffney Ledger, 341 S.C. 108, 113, 533 S.E.2d 899, 901 (2000). Kennedy argued Goodwin, as an assistant principal, was a public official. On that basis, Kennedy assert (<HOLDING>). We find these cases to be distinguishable. Options: A. holding that the plaintiff bears the burden of showing that he has standing for each type of relief sought B. holding a school principal seeking recovery for defamation has the burden of showing actual malice C. recognizing that the burden of persuasion for a showing of prejudice was on the defendant D. holding that the debtor has the burden of showing that collateral estoppel applies E. holding in defamation context that first amendment protects speech regarding a public official unless made with actual malice

assistant: The best answer is B. holding a school principal seeking recovery for defamation has the burden of showing actual malice
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 will be employed as President and CEO. Executive shall have supervision and control over, and responsibility for, the operations and affairs of the Company, and shall have such other powers and duties as may be form time to time assigned to him by the Board. In addition, Executive shall be selected to serve as a member of the Board of Directors of the Company following the commencement of his service as CEO. Executive’s principal place of employment shall be in the Borough of Manhattan, New York, New York.

assistant: Duties
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: finding that since the Douthit v. Jones decision in 1980, the right has been clearly established. Although no cases have been found within the Eleventh Circuit, there is caselaw from other circuits finding that imprisonment beyond the expiration of prisoner’s sentence violates “the eighth amendment’s proscription against cruel and unusual punishment.” Moore v. Tartler, 986 F.2d 682, 686 (3d Cir.1993), citing Sample v. Diecks, 885 F.2d 1099 (3d Cir.1989); see also Campbell v. Peters, 256 F.3d 695, 700 (7th Cir.2001)(granting qualified immunity on claim of former prison inmate that he was detained beyond his prison release date in violation of the Eighth Amendment); Haygood v. Younger, 769 F.2d 1350 (9th Cir.1985), cert. denied, 478 U.S. 1020, 106 S.Ct. 3333, 92 L.Ed.2d 739 (1986)(<HOLDING>); Mitchell v. New Mexico Dept. of Corrections, Options: A. holding prison officials ultimately violated the plaintiffs right to be free from cruel and unusual punishment B. holding cruel and unusual punishment complaint not preserved C. holding the constitutional right to be free from cruel and unusual punishment may be waived D. holding a subjective inquiry into a prison officials state of mind is mandated when it is claimed that the official has inflicted cruel and unusual punishment E. holding that what constitutes cruel and unusual punishment is a question of law

assistant: The best answer is A. holding prison officials ultimately violated the plaintiffs right to be free from cruel and unusual punishment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, all capitalized undefined terms used in this Agreement (including, without limitation, in the introductory paragraph and the preliminary statements hereto) shall have the meanings assigned thereto in the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be entitled to indemnification as an officer of the Company as provided in the Indemnification Agreement entered into with the Company dated January 23, 2017 (the “ Indemnification Agreement ”), along with the applicable provisions of the Company’s director and officer liability insurance (if any), bylaws and Delaware law, without regard to any future changes in Executive’s assignment or position.

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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase that number of Shares specified below such Purchaser’s name on the signature pages of this Agreement. On the Closing Date, each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to its Subscription Amount as set forth on the signature page hereto executed by each Purchaser and the Company shall deliver to each Purchaser such number of Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

assistant: Closings
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 the Asset Representations Review resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: entered pursuant to a nolo contendere plea constituted a “crime of violence” within the meaning of U.S.S.G. § 4B1.2(1). The Information merely stated, “without elaboration,” that the defendant had committed “the crime of intimidation based on bigotry and bias ... in violation of General Statute No. 53a-181b.” Id. at 56. However, the court held that “the plea proceeding includes a lucid description of the conduct for which Palmer was convicted, that conduct manifestly constitutes a ‘crime of violence’ ..., and Palmer’s on-the-record agreement to the description of his conduct proffered by the prosecuting attorney results in the functional equivalent of a plea agreement with respect to that conduct.” Id. at 59; see also United States v. Etimani, 328 F.3d 493, 503-04 (9th Cir.2003) (<HOLDING>). The reasoning in Palmer is persuasive. As Options: A. holding that for sentencing purposes the government does not need to allege a defendants prior conviction or prove the fact of a prior conviction where that fact is not an element of the present crime B. holding that a courts inquiry as to disputed facts in connection with a prior conviction is limited to the terms of the charging document a plea agreement a transcript of the plea colloquy or a comparable judicial record C. holding that the record did not establish that a prior conviction was for a sexual act for purposes of the 18 usc 2241c sentence enhancement but remarking that a transcript of etimanis plea of nocontest might have clarified the exact nature of his prior conviction but none was provided D. holding district courts use of state psr from different prior conviction permissible to establish fact of pri or conviction considered for acca sentence enhancement E. holding that to avoid the risk of unfair prejudice the parties should make use of a redacted record stipulation affidavit or other similar technique whereby the jury is informed only of the fact of a prior felony conviction but not the nature or substance of the conviction

assistant: The best answer is C. holding that the record did not establish that a prior conviction was for a sexual act for purposes of the 18 usc 2241c sentence enhancement but remarking that a transcript of etimanis plea of nocontest might have clarified the exact nature of his prior conviction but none was provided
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, the Exchange Agreement, the Tax Receivable Agreement and the other documents and agreements referred to herein or entered into concurrently herewith embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein; provided that such other agreements and documents shall not be deemed to be a part of, a modification of or an amendment to this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, including the Original Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement and the Third Amended and Restated Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: § 20.2b, at 906 n. 21 (5th ed.2005). And, finally, the petitioner argues that the district court was required to grant her request for an evidentiary hearing under Townsend v. Sain, 372 U.S. 293, 312-13, 83 S.Ct. 745, 9 L.Ed.2d 770 (1963). As a matter of statutory law, we reject the Commonwealth’s importunings. Here, the petitioner adduced extensive evidence in the state court. The exact manner in which she elected to make the point is less important than the fact that she did make the point; her proffer went directly to the merits of the claims that she later sought to pursue in the federal court proceedings. We conclude, therefore, that the district court was not statutorily prohibited from taking evidence on those claims. See Bryan v. Mullin, 335 F.3d 1207, 1215 (10th Cir.2003) (<HOLDING>); Matheney v. Anderson, 253 F.3d 1025, 1039 Options: A. holding that an evidentiary hearing may be used to develop the factual basis of a prisoner complaint B. holding that 2254e2 does not apply where the petitioner diligently sought to develop the factual basis underlying his habeas petition but a state court prevented him from doing so C. holding that when a state has given petitioner a full and fair hearing on a claim and he has failed to develop material facts to support it he is not entitled to develop further facts in a federal habeas evidentiary hearing unless he demonstrates either cause for the failure and prejudice resulting therefrom or a fundamental miscarriage of justice D. holding federal evidentiary hearing not statutorily barred when petitioner had sought to develop factual basis for claim in state court E. holding that when a petitioner seeks an evidentiary hearing in state court to develop the factual basis of a claim but the state court denies such a hearing entitlement to a federal court hearing is analyzed pursuant to preaedpa law rather than the standards set out in 2254e2

assistant: The best answer is D. holding federal evidentiary hearing not statutorily barred when petitioner had sought to develop factual basis for claim in 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: (Tex.App.-Tyler, July 23, 2008, pet. ref'd) (not designated for publication) (evidence sufficient to support tampering conviction when defendant, stopped for traffic offense, admitted that he had a "marijuana roach” and then ate it). 1 . Several states have adopted similar approaches. See, e.g., State v. Fana, 109 Conn. App. 797, 953 A.2d 898, 912 (2008) (stating that modification of judgment to lesser-included offense proper when "the element, which the reviewing court found the evidence insufficient to support, was distinct from the other elements of the charged crime”; when that element was eliminated, "the remaining elements were themselves adequate to support a conviction of a lesser included offense”) (citations omitted); Ritchie v. State, 243 Ind. 614, 189 N.E.2d 575, 577 (1963) (<HOLDING>) (emphasis added). ALCALA, J., filed a Options: A. holding it is fundamental error to convict a defendant of crime not charged and which is not a lesser included offense of the charged crime B. holding that a lesser crime cannot be a lesser included offense of a greater crime if the lesser crime contains an essential element not included in the greater crime C. holding that an offense is factually lesser included if the charging instrument alleges that the means used to commit the crime charged include all of the elements of the alleged lesser included offense D. recognizing that it is within our power to direct entry of judgment on a lesser included offense when vacating a greater offense if the commission of the lesser offense can be established from facts that the jury actually found citations omitted E. holding that reviewing court in a proper case may modify a judgment of conviction below and affirm it as a conviction of a lesser degree of the offense charged or of a lesser crime included therein where the errors do not affect the conviction of the lesser offense

assistant: The best answer is E. holding that reviewing court in a proper case may modify a judgment of conviction below and affirm it as a conviction of a lesser degree of the offense charged or of a lesser crime included therein where the errors do not affect the conviction of the lesser offense
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 obligations of the Company under the IMAX LTIP with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

assistant: Successors
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 confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Agent will be entitled to reasonable compensation for its services hereunder, which compensation will in no event exceed $1,000 per quarter, and will be entitled to reimbursement for reasonable out of pocket expenses incurred in connection with its actions as the Agent if such expenses are preapproved by the Company in writing. The Company shall be responsible for payment of such compensation and reimbursement of such expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery (including, without limitation, in .pdf or other scan format) shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

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: Subject to the restrictions contained in the Plan, the Committee may amend the terms of this Agreement, prospectively or retroactively, but, subject to Section 8 above, no such amendment shall impair the rights of the Grantee hereunder without the Grantee's consent .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which 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 of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder or consummate the transactions contemplated hereby and thereby on a timely basis.

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: relationship. Oreg.Admin.Rule 412-30-028(1); see also Oreg.Rev.Stat. § 109.119(4) (defining parent-child relationship). The Mullinses admit that they have no such relationship. In these circumstances, the rules expressly divest grandparents of even the right to a hearing on the merits of their adoption petition. See Oreg.Admin.Rule 412-30-036(2). It is fair to say, then, that so far as state positive law is concerned, noncustodial grandparents have no more rights than strangers to the adoption of their grandchildren. Nothing in the common law is to the contrary. The Oregon courts have steadfastly refused to create a common law right of adoption on behalf of grandparents or any other blood relatives. See, e.g. Graham v. Children’s Servs. Div., 39 Or.App. 27, 591 P.2d 375, 377-79 (1979) (<HOLDING>); see also Cox v. Stayton, 273 Ark. 298, 619 Options: A. holding that although the superior court clearly erred in finding certain statements of the wife to be false there was enough other evidence bearing on her credibility that it was highly improbable that the superior court would have assessed her credibility more favorably but for the errors B. recognizing under plain error review that the burden to show that substantial rights have been prejudiced is on the party that failed to raise the issue below and for an error to have affected substantial rights the error must have affected the outcome of the district court proceedings C. holding that creditor lacked appellate standing to appeal order of bankruptcy court absent permission of bankruptcy court D. holding that grandparents have no rights superior to that of a nonrelative applying for permission to adopt E. holding that there was no right to appeal an order denying a motion for correction of judgment which was filed after delays for applying for new trial and appeal expired

assistant: The best answer is D. holding that grandparents have no rights superior to that of a nonrelative applying for permission to adopt
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 Services shall commence on October 3, 2016, and shall continue for the period of time set forth on Schedule A , as may be extended by mutual written agreement or as expressly provided for on Schedule A , unless sooner terminated in accordance with the provisions of Section 6 (such period, as it may be extended or earlier terminated, being referred to as the “Consulting Period”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prison records; and review the penalty phase testimony of the eight witnesses who testified to Troy’s prison behavior. Had Galemore acquired such personal knowledge, Troy maintains, he would have been able to draw upon Troy’s past experience to project what his future prison experience would be while serving a life sentence without the possibility of parole. He contends further that an eviden-tiary hearing on the matter was warrant-, ed. We disagree. First, a defendant’s claim that he was denied effective assistance of counsel because of counsel’s failure to present mitigation evidence will not be sustained where the jury was aware of most aspects of the mitigation evidence that the defendant claims should have been presented. See Van Poyck v. State, 694 So.2d 686, 692-93 (Fla.1997) (<HOLDING>). We conclude that in this case the jury was Options: A. holding that trial counsels performance in failing to object move to strike or request an admonishment of the jury with respect to the defendants criminal history was deficient and that it could not be said that the references to the defendants criminal history did not impact the jurys decision where the evidence was not overwhelming and reversing for a new trial B. holding that the trial counsels performance was constitutionally deficient where counsel made a limited investigation into the petitioners background did not prepare a social history of the petitioner and was not aware that he had been sexually abused and raped as a child C. holding where defense counsel argued that the prosecution had not presented the testimony of a law enforcement agent because it would have been favorable to the accused the prosecutor properly argued in rebuttal that clark could have called the agent as a witness on his own D. holding that trial counsel was not deficient in the presentation of defendants life history during the penalty phase because the jury was aware of most aspects of the defendants life that the defendant argued should have been presented E. holding that the prior conviction was valid for calculation of the defendants criminal history because his waiver of the right to counsel was valid

assistant: The best answer is D. holding that trial counsel was not deficient in the presentation of defendants life history during the penalty phase because the jury was aware of most aspects of the defendants life that the defendant argued should have been presented
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: (c) Each Party agrees that, without the prior written consent of the other Party, neither it nor its Representatives will disclose to any other person the fact that the other Party or its Representative have received Confidential Information or that Confidential Information has been made available to the other Party or its Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status this Agreement and the identity of the parties hereto (collectively, the “Discussion Information”), provided that the Receiving Party may make such disclosure if required by law or the applicable rules of any securities exchange or interdealer quotation system.

assistant: No
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: time as the Secretary may by regulations prescribe); or (8) supplies of a type regularly used or consumed by the taxpayer in the ordinary course of a trade or business of the taxpayer. 6 Respondent concedes that none of the eight categories delineated in sec. 1221(a) is applicable to the State tax credits. Neither party asserts the State tax credits petitioners sold properly come within any other Internal Revenue Code section determining the character of assets; e.g., sec. 1253 (specifying the character of franchises, trademarks, and trade names). 7 See, e.g., Watkins v. Commissioner, 447 F.3d 1269, 1273 (10th Cir. 2006) (treating the transfer of rights to lottery payments as ordinary income), affg. T.C. Memo. 2004-244; Saviano v. Commissioner, 765 F.2d 643, 653-654 (7th Cir. 1985) (<HOLDING>), affg. 80 T.C. 955 (1983); Freese v. United Options: A. holding that the sale of a gold option did not result in capital gains when the option represented a right of first refusal to net profits from mining B. holding that transfer of property from an individual to a corporation wholly owned by the same individual was not a sale triggering a right of first refusal C. holding right of first refusal only applied to a voluntary sale and taking of property by condemnation is involuntary therefore right of first refusal not triggered D. holding given language in agreement right of first refusal could not be exercised in context of a foreclosure sale E. holding united states marshals involuntary bankruptcy sale of property did not trigger right of first refusal

assistant: The best answer is A. holding that the sale of a gold option did not result in capital gains when the option represented a right of first refusal to net profits from mining
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: RCRA and the analogous statute, explain the different outcomes. Given this, our responsibility is to follow the Supreme Court’s oft-cited instruction that “[i]f a precedent of this Court has direct application in a case, yet appears to rest on reasons rejected in some other line of decisions, the Court of Appeals should follow the case which dix-ectly controls, leaving to this Court the prerogative of overruling its own decisions.” Rodriguez de Quijas v. Shearson/Am. Express, Inc., 490 U.S. 477, 484, 109 S.Ct. 1917, 104 L.Ed.2d 526 (1989); see also Agostini v. Felton, 521 U.S. 203, 237, 117 S.Ct. 1997, 138 L.Ed.2d 391 (1997) (reaffirming this requirement). In my view, Porter and Mitchell, not Meghrig, “directly control” this case. Several r , 267 F.3d 687, 695-700 (7th Cir.2001) (<HOLDING>), rev’d on other grounds, 537 U.S. 393, 123 Options: A. holding that plaintiffs cannot claim that a conspiracy to violate rico existed if they do not adequately plead a substantive violation of rico B. holding that equitable relief under rico is available only to the government C. holding that claims for equitable relief under 502a3 are only available when a plaintiff has no other relief under erisa D. holding damages do not constitute other equitable relief E. holding that private plaintiffs can seek equitable relief under rico

assistant: The best answer is E. holding that private plaintiffs can seek equitable relief under rico
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 the Employment Period, Executive’s base salary shall be in an amount set by the Board (or a committee thereof), but under no circumstances will it be less than $320,000 per annum (the “ Base Salary ”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. The Base Salary shall be subject to annual increases by the Board (or a committee thereof), in its sole discretion, which increases shall thereafter be Executive’s “Base Salary” for all purposes under this Agreement.

assistant: Base Salary