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: and Plaintiffs deemed resignation are limited to the following paragraph: Mr. Tutman notified CBS of his intention to file a Charge of Discrimination by correspondence dated October 20, 1995. CBS met with Mr. Tutman and his attorneys on November 13, 1995. During this meeting, Mr. Tutman’s attorneys requested an extension of the medical leave of absence to Mr. Mark Engstrom. Four days after the meeting, Mr. Mark Engstrom denied Mr. Tutman’s request for extension of medical leave of absence. (Pl.’s 12(N) Response ¶ 104 (citations omitted).) The most that Tutman shows is that CBS knew of his complaints at the time that it took the adverse action. However, knowledge is insufficient to establish a causal link. See Gibson v. Old Town Trolley Tours, 160 F.3d 177, 182 (4th Cir.1998) (<HOLDING>). In addition, the mere occurrence of the Options: A. holding that the time of discovery of fraud is not a proper matter for summary judgment B. holding that the defendant did not establish good faith as a matter of law C. holding that it is not D. holding that judgment as a matter of law was proper when the plaintiff did not present any evidence that the defendant was motivated by the eeoc complaint knowledge is necessary to establish causation but it is not sufficient E. holding that the plaintiff had failed to produce sufficient evidence to establish constructive notice because the plaintiff did not present any evidence to establish that the oil was on the floor for any length of time

assistant: The best answer is D. holding that judgment as a matter of law was proper when the plaintiff did not present any evidence that the defendant was motivated by the eeoc complaint knowledge is necessary to establish causation but it is not sufficient
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: question, charge, complaint, or grievance believed to constitute a breach or violation’ of the Agreement.” Id. at 810 (alteration in original); see also Local 637, 13 F.3d at 132. This conclusion also is supported by the directives in Mitsubishi Motors and J.J. Ryan to construe international arbitration clauses especially broadly. The claims involving fraudulent, negligent, or innocent representations involve statements which relate to Telcor’s status as a telecommunications company, its capabilities, equipment and expertise. The statements allegedly made by, or on behalf of Telcor, relate to “factual issues arising in connection with the contract [ ],” J.J. Ryan, 863 F.2d at 319, and are therefore arbitrable under the Contract. See Scherk, 417 U.S. at 508 n. 1, 94 S.Ct. at 2452 n. 1 (<HOLDING>). Alamria contends that Telcor’s alleged Options: A. holding that the language of the arbitration clause any controversy or claim arising out of was broad enough to encompass the plaintiffs claim alleging fraud in the inducement of the contract B. holding that a clause covering any controversy or claim related directly or indirectly to this agreement was a broad arbitration clause C. holding that a clause requiring arbitration of any controversy or claim that shall arise out of this agreement or the breach thereof was sufficiently broad to cover a 1934 securities act claim involving fraudulent misrepresentation D. holding that claims of breach of fiduciary duty negligence and fraud were subject to arbitration in light of broad arbitration clause which called for arbitration of any controversy arising out of or relating to this agreement breach thereof or any aecounts E. holding that a clause requiring arbitration wjhenever any question or dispute shall arise or occur under this agreementcontract was sufficiently broad to cover a claim of fraudulent inducement

assistant: The best answer is C. holding that a clause requiring arbitration of any controversy or claim that shall arise out of this agreement or the breach thereof was sufficiently broad to cover a 1934 securities act claim involving fraudulent misrepresentation
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 issues presented on this appeal involve the application of a statutory standard to undisputed facts, the appropriate standard of review is de novo.”). We note, however, that our ruling would not be different under a clearly erroneous standard. 12 . Quoting Paschall v. Kansas City Star Co., 695 F.2d 322, 338-39 (8th Cir.1982), Amex suggests that if an expert's findings prove "to be so 'crucial' and 'indispensable' that an arbitrator determines that the case absolutely could not have been pursued without them, the arbitrator might award such costs.” Amex Brief at 28 We are skeptical, however, that an arbitrator might follow Paschall because it appears unlikely that its holding survives Crawford Fitting Co. See Gilbert v. City of Little Rock, Ark., 709 F.Supp. 856, 862 (E.D.Ark.1987) (<HOLDING>). 13 . The plaintiffs’ counsel has submitted a Options: A. holding that courts may not tax expert witness fees against the losing party beyond the 30 per day authorized in 28 usc 1821b unless otherwise authorized by statute B. holding that where jurisdiction was based on 28 usc 2201 venue was determined as per 28 usc 1391 C. holding that fees for fees are not reimbursable under 28 usc 593f1 D. holding that paschall is inconsistent with the holding of crawford fitting to the effect that expert witness fees are to be determined solely in accordance with 28 usc 1821b E. holding that jurisdiction to hear a motion for new trial was granted by statute and could be exercised solely in accordance with the terms of the statute

assistant: The best answer is D. holding that paschall is inconsistent with the holding of crawford fitting to the effect that expert witness fees are to be determined solely in accordance with 28 usc 1821b
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: any federal law____” (Compl. 2.) 2 . The Court's later findings regarding AstraZeneca's material misrepresentation constitute an independent basis for remand. I do not address the situation where a defendant has knowledge of a fraudulent joinder prior to removal, intends to use fraudulent joinder to explain why the rule of unanimity is inapplicable, but fails to plead fraudulent joinder in the removal notice. 3 . AstraZeneca asserts that Local 68 did not meet the requirements of N.J. Ct. R. 4:4-4(b)(1)(C), such as evidencing diligent effort and inquiry into personal service. AstraZeneca, however, conflates the requirements of two separate service provisions of New Jersey state law. See Citibank, N.A. v. Russo, 334 N.J.Super. 346, 351-52, 759 A.2d 865, 868 (N.J.Super.Ct.App.Div.2000) (<HOLDING>). 4 . Four of the fifty-eight named defendants Options: A. holding that more stringent requirements of 1823e do not apply retroactively B. holding that requirements of nj ct r 444c do not apply to service authorized by nj ct r 444b1c C. holding that the federal register notice requirements do not apply to federal criminal statutes D. holding the contract was not authorized by law E. holding civil factual sufficiency preservation requirements do not apply in criminal context

assistant: The best answer is B. holding that requirements of nj ct r 444c do not apply to service authorized by nj ct r 444b1c
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: 9gag respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously , and we ask our users to do the same .

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 Team Member acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Team Member’s responsibility and may exceed the amount actually withheld by the Company and/or the Service Recipient and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PBRSUs, including, but not limited to, the grant, vesting and/or conversion of the PBRSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the PBRSUs to reduce or eliminate the Team Member’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Team Member has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Team Member if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not directly or indirectly, enter into any purchase, sale, lease or other transaction with any Affiliate except transactions on terms that are no less favorable to the Borrower than those which might be obtained at the time in a comparable arm’s-length transaction with any Person who is not an Affiliate; except any such transaction (i) unanimously approved by the board of directors of the Borrower or by a committee of its board of directors whose members have been unanimously appointed by its board of directors; or (ii) between the Borrower and any a Lender, an Affiliate of a Lender, or a Clay Family Member.

assistant: Transactions With Affiliates
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 Section 5 of the Plan, 50% of your SARs shall vest on the second anniversary of the Grant Date, 25% of your SARS shall vest on the third anniversary of the Grant Date and the remaining 25% of your SARs shall vest on the fourth anniversary of the Grant Date, subject, in each case, to your continued employment through the applicable vesting date. If you suffer a Termination of Employment for any reason, any unvested SARs shall be immediately forfeited by you without consideration and canceled, except as specifically provided in the Plan.

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 legal provision and list the applicable contract clause categories. Provision: If Executive incurs a Disability, Company shall have no obligation to Executive or legal representatives of Executive other than (i) payment of termination compensation in the amount equal to two (2) times Executive's annual Base Compensation in effect on the date of the determination of the Disability, subject to applicable withholding taxes, and payable, subject to Section 8(g), in accordance with Company’s payroll cycle during the two (2) year period commencing on the date of the determination of the Disability; (ii) payment of the Executive’s "target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or its equivalent if the term or plan should be amended, which Executive would have been otherwise entitled to receive each year during the two (2) year period commencing on the date of the determination of the Disability, payable, subject to Section 8(g), in each of the two years following the year of the determination of the Disability; (iii) payment of any accrued benefits or obligations owed to Executive; (iv) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; and (v) any outstanding equity grant(s) held by Executive at the time of such termination as governed by the agreement or plan pursuant to which such grant(s) was issued.

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 case excerpt and choose the best holding from the options. Case excerpt: 241 Conn. 439, 696 A.2d 1235, 1244 (1997) (citing Conn. Gen. Stat. § 53a-121(b)); State v. Barthell, 554 So.2d 17, 18 (Fla.3d DCA 1989) (citing Fla. Stat. § 812.012(9)(c)); State v. Amsden, 300 N.W.2d 882, 886 (Iowa 1981) (citing Iowa Code § 714.3); State v. Sampson, 120 N.H. 251, 413 A.2d 590, 592 (1980) (citing N.H.Rev.Stat. § 637:2V(@)); State v. Damiano, 322 N.J.Super. 22, 730 A.2d 376, 392-93 (1999) (citing N.J. Stat. 2C:20-2b(4)); State v. Baca, 123 N.M. 124, 934 P.2d 1053, 1056 (1997) (citing MPC § 223.1(2)(c)); State v. Johnston, 478 N.W.2d 281, 283 (S.D.1991); Turner, 636 S.W.2d at 196 (citing Tex. Penal Code § 31.09); State v. Garman, 984 P.2d at 457 (citing former Wash. Rev.Code 9A.56.010(17)(c) (1998)). But see State v. Heslop, 842 S.W.2d 72, 75 (Mo.1992) (en banc) (<HOLDING>). 14 . See, e.g., State v. Childs, 242 Options: A. holding that counsel was not ineffective in failing to request a charge on the lesserincluded offense when the evidence showed either the commission of the completed offense as charged or the commission of no offense such that the defendant was not entitled to a charge on the lesser offense B. 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 C. holding that aggregation statute serves the limited purpose of permitting the state to combine the value of property stolen during a single course of conduct to determine if the defendant should be charged with a class c felony or a lesser offense D. holding that the defendant who was charged with felony murder was not entitled to a lesser included instruction on manslaughter because manslaughter is neither a lesser included offense nor an inferior degree crime with respect to felony murder E. 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

assistant: The best answer is C. holding that aggregation statute serves the limited purpose of permitting the state to combine the value of property stolen during a single course of conduct to determine if the defendant should be charged with a class c felony or a 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 case excerpt and choose the best holding from the options. Case excerpt: § 104(3), now embodied in Section 2254(d). As just reconfirmed in Abrams v. Barnett, 100 F.3d 485, 489 (7th Cir.1996), that means Jones is disentitled to any habeas relief here unless the state court adjudications either: (1) resulted in a decision that was contrary to, or involved an unreasonable application of, clearly established Federal law, as determined by the Supreme Court of the United States; or (2) resulted in a decision that was based on an unreasonable determination of the facts in light of the evidence presented in the State court proceeding. In determining whether the Appellate Court of Illinois’ decision was contrary to federal law, this court must rely on the jurisprudence of the Supreme Court of the United States, See Lindh v. Murphy, 96 F.3d 856, 869 (7th Cir.1996) (<HOLDING>). Those tests alone could well doom some or all Options: A. recognizing that the majoritys holding represented a sharp and radical departure a 180 turn from our courts and the united states supreme courts jurisprudence as to the burden of persuasion on the third prong of the plain error test B. recognizing that the new 2254d is a retrenchment from former practice which allowed the united states courts of appeals to rely on their own jurisprudence in addition to that of the supreme court C. recognizing that the supreme court has indicated that affirmative misconduct is a prerequisite to a finding of estoppel against the united states D. holding district court erred in relying on authority other than that of the supreme court of the united states in its analysis under 2254d E. holding that our courts are bound by the united states supreme courts interpretation of the federal constitution

assistant: The best answer is B. recognizing that the new 2254d is a retrenchment from former practice which allowed the united states courts of appeals to rely on their own jurisprudence in addition to that of the supreme 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 legal provision and list the applicable contract clause categories. Provision: Each Loan Party shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become overdue, (i) all material Taxes, assessments and governmental charges or levies imposed upon it or upon its assets and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its assets; provided , however , that no Loan Party nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.

assistant: Participations
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: F.3d at 909 (noting that a “full evidentiary record” had already been developed); Mateo-Mendez, 215 F.3d at 1045 (noting that district court’s factual findings on the relevant issue were “unequivocal”); McElyea, 158 F.3d at 1021 (finding that, after a full inquiry into the relevant issue, “[t]he record ... does not contain any information” that would suggest an alternative factual finding), or where there was a failure of proof after a full inquiry into the factual question at issue, see Reyes-Oseguera, 106 F.3d at 1484 (stating that the government had offered insufficient evidence to support a finding of reckless endangerment); Ponce, 51 F.3d at 829 (finding that the government had offered no evidence to support sentencing at criminal history category III); Becerra, 992 F.2d at 967 (<HOLDING>). Here, in contrast, there was no offer of Options: A. holding that the government had offered insufficient evidence to support a finding that defendant jose becerra knew about or could have anticipated that the drug transaction in question could have involved 25 kilograms of cocaine B. holding evidence of prior drug sales admissible under 404b to show knowledge and intent where defendant claimed he did not know that the gym bag he took possession of contained two kilograms of cocaine C. holding that government did not suppress evidence when defendant knew about the existence of the evidence and could obtain it through the exercise of reasonable diligence D. holding that a reasonable jury could have concluded based on repeated references to the substance as cocaine and testimony from witnesses who had used the substances which they believed to be cocaine that substance was cocaine E. holding evidence insufficient to support finding of implied contract

assistant: The best answer is A. holding that the government had offered insufficient evidence to support a finding that defendant jose becerra knew about or could have anticipated that the drug transaction in question could have involved 25 kilograms of cocaine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in § 7B-2203(b). These alleged errors were not, however, set out in the superior court’s order as its basis for the superior court’s determination that the district court abused its discretion. Because the juvenile did not cross-assign error to the superior court’s failure to address those concerns, these arguments cannot be a basis for upholding the superior court’s decision. See N.C.R. App. P. 10(d) (“Without taking an appeal an appellee may cross-assign as error any action or omission of the trial court which was properly preserved for appellate review and which deprived the appellee of an alternative basis in law for supporting the judgment, order, or other determination from which appeal has been taken.”); Harllee v. Harllee, 151 N.C. App. 40, 51, 565 S.E.2d 678, 685 (2002) (<HOLDING>). In sum, we hold that the trial court applied Options: A. holding an issue not raised to the family court is not preserved for appellate review B. holding that alternative basis for upholding decision below is not properly preserved for appellate review in absence of crossassignment of error C. holding that an appellate court cannot consider an issue that was not preserved for appellate review D. holding that a constitutional challenge to a statute is not properly preserved for appellate review if as here it is not presented to the trial court and is raised for the first time on appeal E. holding that an issue not properly preserved below in the district court is generally waived

assistant: The best answer is B. holding that alternative basis for upholding decision below is not properly preserved for appellate review in absence of crossassignment of error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: rather than a PTO interference proceeding, we similarly have applied the person of ordinary skill standard in interferences when assessing priority under § 120, see Falkner v. Inglis, 448 F.3d 1357, 1365 (Fed.Cir.2006), and see no reason to depart from that standard here. Moreover, § 120 requires that the disclosure actually appear within the specification, Lockwood, 107 F.3d at 1571-72 (“It is the disclosures of the applications that count. Entitlement to a filing date does not extend to subject matter which is not disclosed, but would be obvious over what is expressly disclosed. ), and amendments in later applications cannot cure an otherwise defective application in the priority chain, see Encyc. Britannica, Inc. v. Alpine Elecs. of Am., Inc., 609 F.3d 1345, 1351 (Fed.Cir.2010) (<HOLDING>). The incorporation by reference analysis, Options: A. holding that dismissal with leave to amend should be granted even if no request to amend was made B. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint C. holding that ijlater applications cannot amend an application and restore its entitlement to priority D. holding that a court may deny leave to amend when the moving party had the opportunity to amend earlier but waited after judgment to do so E. holding the district court is not required to grant a plaintiff leave to amend his complaint sua sponte when the plaintiff who is represented by counsel never filed a motion to amend nor requested leave to amend before the district court

assistant: The best answer is C. holding that ijlater applications cannot amend an application and restore its entitlement to priority
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 all others who may become liable for the payment of all or any part of the indebtedness hereby waive presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note. No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or of any other remedy under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on a future occasion.

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: Performance shall be measured based upon aggregate operating results commencing on and continuing until and (if necessary), respectively (each a “ Measurement Date ”). Within 60 days of a Measurement Date, the performance metric set forth on Appendix A attached hereto shall be evaluated by the Committee for achievement in accordance with the Minimum, Target, Outperform or Maximum levels set forth on Appendix A (each such period, a “ Performance Period ”). The Committee shall certify that such level of achievement of the performance metric has been achieved (the date of any such certification, a “ Settlement Date ”). Provided the Participant has not incurred a Termination of Employment prior to such Settlement Date (except as otherwise specifically set forth in this Agreement), on such Settlement Date the Company shall award to the Participant the number of Awarded Shares (as defined in Appendix A ) reflecting the level of attainment of the performance metric on the applicable Measurement Date as set forth on Appendix A attached hereto. Pursuant to Sections 4 and 5 hereof, any Awarded Shares granted hereunder shall be subject to certain restrictions, which restrictions relate to the passage of time as an employee or Non-Employee Director of, or Consultant to, the Company or its Affiliates, as described in Section 4.1 hereof. While such restrictions are in effect, the Awarded Shares granted subject to such restrictions shall be referred to herein as “ Restricted Stock .” The Performance Shares and, if any, the number of Awarded Shares and the number of shares of Restricted Stock are subject to adjustment under Section 4.2(b) of the Plan. The provisions in Section 9.1 of the Plan regarding Detrimental Activity shall apply to the Performance Share Award, and Awarded Shares shall vest in accordance with the vesting schedule provided in Section 4 below.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties; provided, however , that no amendment, modification or supplement shall be made to this Agreement that would adversely affect the rights of the Financing Sources as set forth in Section 8.3 , Section 9.6 , Section 9.7 , this Section 9.12 and Section 9.15 without the consent of the Financing Sources.

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: Neither the Company nor its Subsidiaries or any affiliates, nor any persons acting on its or their behalf, has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Shares and the Warrants to the Purchasers pursuant to the Purchase Agreements (i) for purposes of the Securities Act and would thereby result in the Shares and the Warrants being sold to the Purchasers pursuant to the Purchase Agreements not to be exempt from the registration requirements of the Securities Act or (ii) for purposes of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated, nor will the Company or its Subsidiaries or affiliates take any action or steps that would require registration of any of the Shares or the Warrants under the Securities Act or cause the offering of the Shares and the Warrants to be integrated with other offerings. Assuming the accuracy of the representations and warranties of Purchasers, the offer and sale of the Shares and the Warrants by the Company to the Purchasers pursuant to the Purchase Agreements will be exempt from the registration requirements of the Securities Act.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: sentence for sadism without expert testimony on the matter. Kinder cites no case in support of this argument. To the contrary, the Fifth and Eleventh Circuits have held that expert testimony is not required to justify an enhancement under 2G2.2(b)(3). United States v. Lyckman, 235 F.3d 234, 239 n. 22 (5th Cir.2000) (“One hardly requires a medical degree to ascertain that vaginal intercourse with an adult male would involve pain, both physical and emotional, for a young girl.”); United States v. Caro, 309 F.3d 1348, 1352 (11th Cir.2002) (“[W]e hold that the district court erred in its interpretation that, in order to support a sadistic conduct enhancement, the government is required to present expert medical testimony.”); see also United States v. Delmarle, 99 F.3d 80, 83 (2nd Cir.1996) (<HOLDING>). We agree with those authorities, and conclude Options: A. holding that it was within the courts discretion to conclude that the subjection of a young chdd to a sexual act that would have to be painful is excessively cruel and hence is sadistic within the meaning of 2g22b3 B. holding that denial of amendment is within discretion of trial court C. holding that a state is not a person within the meaning of 1983 D. holding that such a decision was within the trial courts discretion E. holding that the complaint stated a claim under the flsa where it alleged that parties were an employer and employees within meaning of act and that the defendantemployers operation constitutes an enterprise engaged in commerce within the meaning of the act

assistant: The best answer is A. holding that it was within the courts discretion to conclude that the subjection of a young chdd to a sexual act that would have to be painful is excessively cruel and hence is sadistic within the meaning of 2g22b3
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: limits set by the legislature ‘is a matter for the trial [c]ourt in the exercise of its discretion, which cannot be inquired into upon the appellate level.’ ” Nusspickel v. State, 966 So.2d 441, 444 (Fla. 2d DCA 2007) (quoting Shellman v. State, 222 So.2d 789, 790 (Fla. 2d DCA 1969)). However, an exception exists when the trial court considers constitutionally impermissible factors in imposing a sentence. Peters v. State, 128 So.3d 832, 844 (Fla. 4th DCA 2013); Dowling v. State, 829 So.2d 368, 370 (Fla. 4th DCA 2002); Howard v. State, 820 So.2d 337, 339-40 (Fla. 4th DCA 2002). When a trial court relies on constitutionally impermissible factors in sentencing a defendant, it violates the defendant’s due process rights. See, e.g., Doty v. State, 884 So.2d 547, 549 (Fla. 4th DCA 2004) (<HOLDING>); Epprecht v. State, 488 So.2d 129, 131 (Fla. Options: A. holding that the trial court violated the defendants due process rights by relying on conduct of which he had actually been acquitted when imposing a sentence B. holding that the district court was permitted to find conduct that had been acquitted by the jury when determining the defendants sentence C. holding that a district court may find acquitted conduct by a preponderance of the evidence D. holding that a district court may not impose a sentencing enhancement based on conduct of which the jury acquitted the defendant E. holding the due process rights of one acquitted by insanity are not violated when he or she is committed on a determination of risk of danger to self or the person or property of others by a preponderance of the evidence

assistant: The best answer is A. holding that the trial court violated the defendants due process rights by relying on conduct of which he had actually been acquitted when imposing a sentence
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 modification of an alimony award to the discretion of the trial court and review the trial court’s decision de novo on the record for abuse of discretion. Pendleton v. Pendleton, 247 Neb. 66, 525 N.W.2d 22 (1994); Kleager v. Kleager, 242 Neb. 24, 492 N.W.2d 873 (1992). In a review de novo on the record, an appellate court reappraises the evidence as presented by the record and reaches its own independent conclusions with respect to the matters at issue. When evidence is in conflict, the appellate court considers an n of child support obligations, that “ ‘a petition for modification will be denied if the change in financial condition is due to fault or voluntary wastage or dissipation of one’s talents and assets. . . .’” Ohler v. Ohler, 220 Neb. 272, 275, 369 N.W.2d 615, 617 (1985) (<HOLDING>). See Baer v. Simon, 334 So. 2d 796 (La. App. Options: A. holding that reduction in income resulting from voluntary employment decision does not require corresponding reduction in payor spouses support obligations even if decision was reasonable and made in good faith B. recognizing that fathers parental rights were terminated based upon his incarceration and his behavior while in prison his history of substance abuse and the fact that his child support payments are in arrears C. holding that receipt of a large inheritance constitutes a substantial change in circumstances justifying termination of permanent alimony D. holding that fathers criminal activity resulting in incarceration did not constitute material change in circumstances justifying reduction in or termination of his child support obligations E. holding that a permanent change in income constitutes a substantial change in circumstances justifying a reduction of alimony

assistant: The best answer is D. holding that fathers criminal activity resulting in incarceration did not constitute material change in circumstances justifying reduction in or termination of his child support obligations
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: Vendor shall defend, indemnify and hold PetSmart (including its parents, subsidiaries, affiliates, officers, directors, employees, agents, and other representatives) harmless from and against any and all liabilities, costs, expenses, damages and losses (including, without limitation, any direct, indirect, special, or consequential losses, loss of reputation and all interest, penalties and legal and other professional costs and expenses, including, without limitation, the cost of internal resources) suffered or incurred by PetSmart arising out of or in connection with: (i) any breach by Vendor of any representations or warranties contained in this Agreement; (ii) any actual or alleged defect in any Product (latent or patent) including without limitation Non-Conforming Products; (iii) breach of any PetSmart Requirement, or any provision of this Agreement; (iv) violation of any Applicable Laws (including costs, additional expenses, customs duties, or assessments, fines, citations, penalties, or Vendor's failure to comply with any request by PetSmart for any import or export documentation); (v) any claim made against PetSmart for actual or alleged infringement of a third-party's Intellectual Property rights arising out of, or in connection with, the manufacturing, supply, sale or use of the Products; (vi) any claim made against PetSmart by a third-party arising out of, or in connection with, the manufacturing, sale or supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by Vendor, its employees, agents or subcontractors; and (vii) any claim made against PetSmart by a third-party for death, personal injury or damage to property arising out of, or in connection with the Products.

assistant: Indemnity
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 Eligible Executive acknowledges and agrees that any breach of any of the Restricted Covenants by him or her will cause irreparable damage to the Employer, the exact amount of which will be difficult to determine, and that the remedies at law for any such breach will be inadequate. Accordingly, the Eligible Executive agrees that, in addition to any other remedy that may be available at law, in equity, or hereunder, the Employer shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any violation of any of the Restricted Covenants by him or her. Additionally, notwithstanding any obligations within the Eligible Executive’s employment agreement, if any, with the Employer regarding the jurisdiction of the courts pertaining to actions arising out of such employment agreement, if any, the parties hereby acknowledge and agree that the Employer may seek specific performance and injunctive relief in any jurisdiction, court or forum applicable to the Eligible Executive’s then current residency in order to prevent or to restrain any breach by the Eligible Executive, or any and all of the Eligible Executive’s partners, co-venturers, employers, employees, or agents, acting directly or indirectly on behalf of or with the Eligible Executive, of any of the provisions of the Restricted Covenants.

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: Notwithstanding any provision hereof to the contrary, the Borrower shall pay all out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of counsel for the Lender) in connection with the negotiation, preparation, execution, filing, recording, refiling, re-recording, modification and supplement of the Security Documents and the making, servicing and collection of the Loan.

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: F.3d 385, 393 n. 9 (3d Cir. July 12, 2011). We need not reach the merits of this claim, which should be addressed by the District Court in the first instance. 3 . In this case, the Commonwealth argues that McLaughlin's second PCRA will be held to be untimely in the state courts. We are mindful of the fact that, should that happen, his petition will provide no basis to toll AEDPA’s one-year statute of limitations. 28 U.S.C. § 2244(d)(2); See Pace v. DiGuglielmo, 544 U.S. 408, 414, 125 S.Ct. 1807, 161 L.Ed.2d 669 (2005) (“When a postconviction petition is untimely under state law, "that [is] the end of the matter” for purposes of § 2244(d)(2)”). If so, the District Court's disposition of McLaughlin’s petition may effectively bar him from raising any federal claims. Urcinoli, 546 F.3d 269 Options: A. holding statute of limitations should not be equitably tolled for taxpayer who filed a refund claim after the applicable statute of limitations B. holding that a dismissal on limitations grounds is a judgment on the merits C. holding petition for writ of mandate seeking return of property does not toll the statute of limitations D. holding that duress toll to statute of limitations under state law had no application to federal rico statute of limitations E. holding that such a dismissal may provide grounds to equitably toll the statute of limitations for a second habeas petition

assistant: The best answer is E. holding that such a dismissal may provide grounds to equitably toll the statute of limitations for a second habeas petition
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall reimburse all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Participant if the Participant prevails on a material issue with respect to his or her claim for relief in an action by the Participant to obtain or enforce any right or benefit provided by this Plan. If a Participant is entitled to recover fees and expenses under this Section 9.1, the reimbursement of an eligible expense shall be made within 10 business days after delivery of the Participant’s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year after the year in which such rights are established.

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: is a part of the Tennessee Human Rights Act. Section 4-21-102, the definition provision of the Human Rights Act, expressly defines the term “person” as including a government agency. Tenn.Code Ann. § 4-21-102(14) (1998). The term “government agency” has been interpreted to include a State university. Roberson v. Univ. of Tenn., 912 S.W.2d 746, 747-48 (Tenn.Ct.App.1995). Thus, since a State university is considered a “person” under the Human Rights Act, and section 4-21-701 expressly grants a right of action against such a “person” for malicious harassment, we conclude that the Claims Commission has jurisdiction over this claim pursuant to section 9-8-307(a)(l)(N). See Tenn.Code Ann. § 9-8-307(a)(l)(N) (1999 & Supp. 2003); Washington v. Robertson County, 29 S.W.3d 466, 475 (Tenn.2000) (<HOLDING>). See also Boyd v. Tenn. State Univ., 848 Options: A. holding that a municipality cannot be liable on a respondeat superior theory B. holding that the doctrine of respondeat superior in maryland allows an employer to be held vicariously liable for the tortious conduct of its employee when that employee was acting within the scope of the employment relationship citations omitted C. holding governmental entity liable for malicious harassment of its employee under doctrine of respondeat superior D. holding that chesterman is the only test to determine whether an employer is liable under the doctrine of respondeat superior E. recognizing respondeat superior liability

assistant: The best answer is C. holding governmental entity liable for malicious harassment of its employee under doctrine of respondeat superior
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 Termination Agreement is the entire agreement between the parties regarding the subject matter contained herein. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding the subject matter contained herein. This Termination Agreement shall not be modified or amended unless done so in a writing signed by authorized representatives of both parties. The terms of this Termination Agreement shall take precedence in the event of any conflict with terms of any other agreement between the parties in relation to the termination of the Credit Agreement.

assistant: Entire Agreements