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: hearing; and (3) the IJ denied her motion for a continuance must fail. Lin cannot state a colorable due process claim because she has no liberty or property interest at stake. See Aparicio v. Lynch, 824 F.3d 674, 684 (7th Cir. 2016) (cancella tion of removal is “a form of discretionary-relief in which there is no liberty interest at stake”); Nunez-Portillo v. Holder, 768 F.3d 974, 977 (8th Cir. 2014) (alien has no protected liberty interest in cancellation of removal); see also Dekoladenu v. Gonzales, 459 F.3d 500, 508 (4th Cir. 2006) (“No property or liberty interest can exist when the relief sought is discretionary.”), abrogated on other grounds by Dada v. Mukasey, 554 U.S. 1, 128 S.Ct. 2307, 171 L.Ed.2d 178 (2008); see also Smith v. Ashcroft, 295 F.3d 425, 429-30 (4th Cir. 2002) (<HOLDING>). Even if the Lin could assert a due process Options: A. holding that eligibility for discretionary relief from a removal order is not a liberty or property interest warranting due process protection B. recognizing that early release statutes can create a liberty interest protected by due process guarantees C. holding that aliens lack of a protected liberty or property interest in the relief he sought a discretionary waiver of deportation was a circumstance fatal to his due process claim D. holding that a state tort claim is a species of property protected by the due process clause E. recognizing that a parents liberty interest in the custody of a child is subject to due process protection

assistant: The best answer is C. holding that aliens lack of a protected liberty or property interest in the relief he sought a discretionary waiver of deportation was a circumstance fatal to his due process claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 5. The ETI shall be entitled to disclose or make available any Information it receives from the Respondent to: a. such of the ETI Affiliates, and either the ETI’s or the ETI Affiliates’ employees, officers, secondees, agents, consultants, sub-contractors, proposed sub-contractors, professional advisers and proposed professional advisers where such disclosure is necessary for the Purpose, provided that all such aforementioned persons to whom any Information is disclosed by the ETI are bound by obligations of confidentiality and the ETI shall be responsible for breaches of the obligations by such persons and each ETI Affiliate may enforce this clause in accordance with the Contracts (Rights of Third Parties) Act 1999; and 7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. 8. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI to any other Respondent where it is necessary for the Purpose.

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 legal provision and list the applicable contract clause categories. Provision: Anything herein to the contrary notwithstanding, the Borrower shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Borrower thereunder. The Agent shall not have any obligation or liability under any such contract or agreement by reason of, or arising out of, this Agreement or the receipt by the Agent of any payment relating to any of the Collateral, nor shall the Agent be obligated in any manner to perform any of the obligations of the Borrower under, or pursuant to, any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent may be entitled at any time or times. The Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account.

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: They could also reasonably find that respondent was justified in placing confidence in what appellant’s agents told him, because of his long established relations with the company. Bjorklund, 35 Wash, at 444. Although fraud is not alleged in this case, Bjorklund is persuasive for the proposition that a person who does not understand English may in some circumstances be justified in signing the document based on another’s explanation of its contents. See also Rodriguez v. Dep’t of Labor & Indus., 85 Wn.2d 949, 953, 540 P.2d 1359 (1975) (tolling 60-day appeal period for Spanish-speaking worker’s claim while his interpreter was unavailable, since “he was incapable of understanding the nature of the order closing his claim”); Gaines v. Jordan, 64 Wn.2d 661, 663-64, 393 P.2d 629 (1964) (<HOLDING>). Viewing these Washington cases in conjunction Options: A. holding that plaintiff gas company may not properly withhold payment on any contract independent of contract alleged to have been breached by defendants B. holding sightimpaired lessor of gas station could avoid contract where lessee read contract aloud omitting two provisions C. holding that even though plaintiffs did not read the contracts before signing ordinarily when a competent adult having the ability to read and understand an instrument signs a contract he will be held to be on notice of all the provisions contained in that contract and will be bound thereby D. holding that a contract should be read to give reasonable meaning to all provisions of that contract E. holding that related provisions should be read together

assistant: The best answer is B. holding sightimpaired lessor of gas station could avoid contract where lessee read contract aloud omitting two provisions
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: equitable relief as may be appropriate, including ... reinstatement,” 29 U.S.C. § 2617(a)(1)(B). Defendants .also argue that Dr. Coulibaly cannot rely on the Federal Tort Claims Act ("FTCA”) for any waiver of sovereign immunity. See Mem. Supp. Defs.’ Mot. Dismiss 6-7. But the Court does not discern an FTCA claim from the complaint, and because Dr. Coulibaly disclaims any reliance on the. FTC A in his filings, the Court will not consider this issue, See Mem. Supp. PL’s Mot. Summ. J, 19 ("FTCA‘and FMLA are two different cases and there is no issue of sovereign immunity for FMLA lawsuit."). 10 . The question of whether the FMLA permits actions against individuals as1 opposed to only employer^ is the subject of a circuit split. Compare Mitchell v. Chapman, 343 F.3d 811, 829 (6th Cir.2003) (<HOLDING>); Wascura v. Carver, 169 F.3d 683, 687 (11th Options: A. holding that a civil rights plaintiff failed to state a claim upon which relief can be granted under fmla against individual individual is not employer subject to liability under the act B. holding that fmla permits individual liability for public officials C. holding no individual liability under the adea D. holding that 10512a does not provide for individual liability because it does not include any of the phrases that so clearly provide a basis for individual liability under other subparts of lad E. holding that fmla does not impose individual liability

assistant: The best answer is E. holding that fmla does not impose individual liability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be given in person or by United States registered mail, return receipt requested (with evidence of receipt by the party to whom the notice is given), postage prepaid, addressed, if to the Executive, to the address listed on the signature page of this Agreement and, if to the Company, to Chief Executive Officer GulfMark Offshore, Inc., 842 West Sam Houston Parkway North, Suite 400, Houston TX 77024, or to such other address as either party may have furnished to the other in writing in accordance herewith. For purposes of this agreement notice to a party shall be effective only upon actual receipt of the notice by the party with written evidence of receipt by the party to whom the notice is given.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds in excess of $1,000,000 per incident from any Insurance and Condemnation Event by any Credit Party or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such Insurance and Condemnation Event by such Credit Party or such Subsidiary; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with Net Cash Proceeds from Insurance and Condemnation Events by any Credit Party or any of its Subsidiaries which are reinvested in assets within one hundred eighty (180) days after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided , that any portion of the Net Cash Proceeds not actually reinvested within such one hundred eighty (180) day period shall be prepaid in accordance with this Section, unless the insurance proceeds are being used to rebuild or repair the affected property and the rebuilding or repairs have commenced and are proceeding in a commercially reasonable manner.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of facts indicating potential coverage. Accordingly, the Court finds that there was never potential coverage for the accident between Marentes and Bichegkueva, and Defendant never had a duty to defend Marentes under the terms of the State Farm Policy. 5. Waiver and Estoppel Plaintiffs argue that, even if there is no coverage under the policy, Defendant waived or should be estopped from asserting its coverage defenses because Defendant allegedly provided a defense to Mar-entes without explicitly reserving its right to assert coverage defenses at a later time. Bichegkueva Resp. at 23-25. The burden is on the insured to prove that the assumption of a defense establishes waiver or estoppel. State Farm Fire & Cas. Co. v. Jioras, 24 Cal.App.4th 1619, 1628-31, 29 Cal.Rptr.2d 840 (1994) (<HOLDING>). Under California law, an insurer is precluded Options: A. holding that when the insurer takes the position that the policy does not cover the complaint the insurer must 1 defend the suit under a reservation of rights or 2 seek a declaratory judgment that there is no coverage if the insurer fails to take either of these actions it will be estopped from later raising policy defenses to coverage B. holding that the insured failed to meet its burden where the insurer had reserved its rights to assert coverage defenses C. holding that insured may recover from its insurer any attorney fees incurred in successfully attempting to force the insurer to defend an action against the insured D. holding despite a reservation of rights that when the insurer provides a defense to its insured the insured has no right to interfere with the insurers control of the defense and a stipulated judgment between the insured and the injured claimant without the consent of the insurer is ineffective to impose liability upon the insurer E. holding that the state failed to meet its burden when the record failed to show that the jurors would or would not be available after a weeks continuance

assistant: The best answer is B. holding that the insured failed to meet its burden where the insurer had reserved its rights to assert coverage defenses
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, together with the Non-Solicit Agreement and the additional agreements referred to herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, other than the restricted stock and restricted stock unit agreements with a grant date prior to the date hereof and the Indemnification Agreement between the Company and the Executive.

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: (Morgan), 156 Pa.Cmwlth.304, 627 A.2d 250 (1993), aff'd, 545 Pa. 70, 680 A.2d 823 (1994). It is clear that an employer must pay medical expenses after indemnity benefits have been suspended until the employer’s petition to review medicals is granted. Consolidated Freightways v. Workmen’s Compensation Appeal Board (Jester), 145 Pa.Cmwlth.369, 603 A.2d 291 (1992). See also Deremer v. Workmen’s Compensation Appeal Board, 61 Pa. Cmwlth. 415, 433 A.2d 926 (1981). However, an employer’s liability does not extend beyond the time when compensation benefits are terminated. Bethlehem Steel Corp. v. Workmen’s Compensation Appeal Board (Randall), 545 Pa. 22, 679 A.2d 765 (1996); Consolidated Freightways. See also Pieper v. Ametek-Thermox Instruments Div., 526 Pa. 25, 32, 584 A.2d 301, 304 (1990) (<HOLDING>). Article III (Liability and Compensation), Options: A. holding that default termination is government claim B. holding that an evidentiary hearing is not required prior to the termination of social security disability benefits C. holding that a termination of benefits must go handinhand with a termination of the liability of an employer D. holding that although a reason was provided in the termination letter the without cause termination provision was applicable E. holding that termination is an adverse employment action

assistant: The best answer is C. holding that a termination of benefits must go handinhand with a termination of the liability of an employer
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: 1124, 1136 (9th Cir.2006); see Fed. R.Crim.P. 52(b). Under the plain error standard, relief is not warranted unless there has been: (1) “error,” (2) that was “plain,” (3) that affected “substantial rights,” and (4) that “seriously affected the fairness, integrity, or public reputation of the judicial proceedings.” United States v. Redo, 371 F.3d 1093, 1100 (9th Cir.2004). 1. Moreland first asserts that his due process rights were violated when the prosecution compelled him to testify regarding whether two government witnesses lied during their testimony. It is improper for a prosecutor to question a defendant regarding the veracity of a government witness. United States v. Combs, 379 F.3d 564, 572 (9th Cir.2004); see also United States v. Sanchez-Lima, 161 F.3d 545, 548 (9th Cir.1998) (<HOLDING>). In this case, the prosecutor twice asked Options: A. holding that testimony regarding witness credibility is prohibited unless it is admissible as character evidence B. holding that the jury is the judge of the weight and credibility given to witness testimony C. holding that a trial witnesss testimony as to the credibility of another witness was prejudicial error D. holding that it is improper to ask a witness to comment on the credibility of another witness E. holding coconspirators guilty plea is admissible as an aid to the jurys assessment of witness credibility but not as substantive evidence of a defendants guilt

assistant: The best answer is A. holding that testimony regarding witness credibility is prohibited unless it is admissible as character evidence
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 represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he fully understands the provisions contained in this agreement and that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement.

assistant: Authority
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 order to accept this Agreement and be eligible to receive the Severance Payment, the Employee (i) must sign, date and return this Agreement to the Company (Attention: Phillip McFillin) by on or before the Due Date; and (ii) must not revoke his acceptance.

assistant: Effective Dates
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: faith in bringing its suit. Professional Baseball Leagues’ argument is as follows: (1) when the plaintiff is the prevailing party, he or she can only get attorney fees when it is proven that the defendant has engaged in acts of infringement in bad faith, see Takecare Corp. v. Takecare of Oklahoma, Inc., 889 F.2d 955, 957 (10th Cir.1989) (stating, in the context of a prevailing plaintiffs claim for attorney fees, that “[r]unning through the case law, which has developed around a § 1117(a) award of attorney fees, is the implicit recognition that some degree of bad faith fuels the infringement at issue”); (2) the standard for awarding attorney fees should be the same for a prevailing defendant, see Fogerty v. Fantasy, Inc., 510 U.S. 517, 534, 114 S.Ct. 1023, 1033, 127 L.Ed.2d 455 (1994) (<HOLDING>). We agree with Professional Baseball Leagues’ Options: A. holding that a defendant is the prevailing party within the meaning of statutory provisions awarding attorneys fees to the prevailing party even when the plaintiff voluntarily dismisses the action B. holding that prevailing party has no standing to appeal C. recognizing that a school district must be a prevailing party in order to be entitled to attorneys fees under the idea D. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees E. holding that prevailing plaintiffs and prevailing defendants seeking attorney fees are to be treated alike

assistant: The best answer is E. holding that prevailing plaintiffs and prevailing defendants seeking attorney fees are to be treated alike
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: for certification for immediate appeal pursuant to 28 U. S. C. § 1292(b), Lauro Lines sought to appeal the District Court’s orders. The Court of Appeals for the Second Circuit dismissed petitioner’s appeal on the ground that the District Court’s orders denying petitioner’s motions to dismiss were interlocutory and not appealable under § 1291. The court held that the orders did not fall within the exception to the rule of nonappealability carved out for collateral final orders in Cohen v. Beneficial Industrial Loan Corp., 337 U. S. 541 (1949). 844 F. 2d 50 (1988). We granted certiorari to resolve a disagreement among the Courts of Appeals. 488 U. S. 887 (1988). Compare, e. g., 844 F. 2d 50 (1988) (case below); Rohrer, Hibler & Replogle, Inc. v. Perkins, 728 F. 2d 860, 862-863 (CA7) (<HOLDING>), cert. denied, 469 U. S. 890 (1984), with Options: A. holding that a motion to dismiss based on a forumselection clause should be treated as a rule 12b3 motion to dismiss for improper venue B. holding that the denial of a motion to remand is interlocutory and not immediately appealable C. holding prejudgment denial of motion to dismiss on basis of forumselection clause not to be immediately appealable under 1291 D. holding that a district court order denying a motion to stay or dismiss because of the pendency of similar litigation in state court is not immediately appealable under section 1291 or section 1292a1 E. holding that a forumselection clause may be enforced under rule 12b3 as a motion to dismiss on the basis of improper venue

assistant: The best answer is C. holding prejudgment denial of motion to dismiss on basis of forumselection clause not to be immediately appealable under 1291
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: inference that appellee’s delay in compliance -with that order was not a coincidence; it was a calculation designed to delay appellant until the use became prohibited. The County’s need to delay appellant was necessitated by the inherent length of time required to process the (SMA) for the larger geographical area. It would appear that only through the comprehensive rezoning process could the County accomplish a downzoning without the property owner’s consent. We hold, therefore, that especially egregious actions of public officials in stalling the issuance of permits in order to eliminate development by downzoning may create a zoning estoppel as to particular properties. In the case at bar, the allegations as to appellee’s actions in t 2-73, 100 S.Ct. 383, 389, 62 L.Ed.2d 332 (1979) (<HOLDING>); Armstrong v. United States, 364 U.S. 40, 48, Options: A. holding that landowner was entitled to compensation because the condemnation destroyed all reasonable access to remainder property B. holding that where by virtue of state action access is limited but remains reasonable there is no such denial of access as entitles the landowner to compensation C. holding that the land under navigable waters was not granted by the constitution to the united states but was reserved to the states respectively and that new states have the same rights jurisdiction and sovereignty over the soil under navigable water as the original states D. holding that the government could not require a landowner who improved his marina so that it fell within the definition of a navigable water to grant the public access without compensation E. holding that congress had the authority under the commerce clause to require private riparian land owners to obtain a license prior to construction of dams even where the river in question was not navigable but could potentially have been made navigable

assistant: The best answer is D. holding that the government could not require a landowner who improved his marina so that it fell within the definition of a navigable water to grant the public access without compensation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms of this Agreement and the Plan, you shall receive one share of Common Stock with respect to each Unit subject to the Award within thirty (30) days following the one-year anniversary of the Grant Date (such date of settlement, the “ Settlement Date ”) except for those shares of Common Stock that were used to pay any applicable taxes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the False Identification Crime Control Act of 1982, supports this understanding. The . Report contemplates that [t]he intent to use unlawfully is the intent to use (i.e., present, display, certify, or otherwise give currency to) the identification document in any manner so that it would be accepted as identification in- a manner that violates a federal, state or local - law, or is part of the . making of a misrepresentation that violates a law. H.R.Rep. No. 97-802, at 10 (1982), reprinted in 1982 U.S.C.C.A.N. 3519, 3529. . In this way, any intentional unlawful use or transfer of multiple identification documents whose purpose is to identify individuals to government authorities would inherently be intended to deceive the government in some way. See Serrato-Soto, 570 F.3d at 690 (<HOLDING>). The BIA’s analysis in Matter of Serna further Options: A. holding that a defendants use of a persons name and social security number without permission constituted the use of a means of identification without lawful authority B. recognizing willful failure to appear as an essential element of the bailjumping offense C. holding that where a statute requires knowing or willful use of an altered or counterfeit social security number the offense in the ordinary case involves dishonesty as an essential element D. holding that an allegation as to the time of the offense is not an essential element of the offense charged in the indictment and within reasonable time limits proof of any date before the return of the indictment and within the statute of limitations is sufficient E. holding a social security number is not private

assistant: The best answer is C. holding that where a statute requires knowing or willful use of an altered or counterfeit social security number the offense in the ordinary case involves dishonesty as an essential element
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 agrees to insure the Project or cause the Project to be insured during the term of this Loan Agreement for such amounts and for such occurrences and subject to such deductibles and self-retentions, as are customary for similar facilities within the State of California, by means of policies issued by reputable insurance companies qualified to do business in the State of California or through self-insurance. The Borrower agrees to deliver, upon request, to the Authority and the Trustee memorandum copies of the insurance policies or certificates of insurance covering the Project, and the certification by an insurance consultant that the insurance on the Project meets the above requirements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Participant shall be addressed to Participant at the most recent physical or email address for Participant listed in the Company’s personnel records. By a notice given pursuant to this Section 2.2, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with the Third Closing, the Borrowers shall pay to YA Global II SPV LLC (as designee of the Investor) a commitment fee in the amount equal to $25,000. In addition, the parties agree that in consideration of the agreements of the Investor set forth herein, including the agreements of the Investor to defer the repayments under the First Note, Second Note, and Third Note, the remaining $50,000 commitment fee described in Section 2.4 of the First Supplemental Agreement shall be accelerated and due and payable on the date hereof and paid in cash.

assistant: Fees
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 Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Optionee may elect to have the minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement between the Parties concerning the subject matter expressly addressed herein and supersedes all prior agreements and understandings, written and oral, between the Parties with respect to such subject matter. However, nothing in this Paragraph 22 is intended to limit any obligations of the Parties under any other agreement that Employer may enter into with Executive after the earlier of the Effective Date or the execution of this Agreement by Executive. The provisions of this Agreement which provide for accelerated vesting and extended exercisability of stock options shall constitute amendments to any stock option agreements previously or hereafter entered into between Executive and Employer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Company, Sellers, Sellers’ Agent, Founders and Buyer covenant and agree to use their respective reasonable best efforts to effectuate the transactions contemplated by this Agreement and to do all acts and things as may be required to carry out their obligations hereunder and to consummate this Agreement, including executing, sealing and delivering all such other instruments and other documents, and to assist Buyer in exercising all rights with respect thereto and to carry out the purpose and intent of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Rule of Evidence 408 and Beyond, 12 Rev.Litig. 665, 681-82 (1993). 19 . The Oklahoma Dispute Resolution Act is discussed in Kerwin, supra note 18, at 681. 20 . Of course, the fact that a state recognizes a privilege does not lead inexorably to the conclusion that federal law would adopt the same privilege. As the Fifth Circuit has stated, "[t]hat the courts of a particular state would recognize a given privilege will not often of itself justify a federal court in applying that privilege.” American Civil Liberties Union, 638 F.2d at 1343. Federal courts in fact have declined to recognize certain state privileges. See, e.g., Hancock, 967 F.2d at 467 (declining to recognize psychiatrist-patient privilege provided by Georgia law); United States v. One Parcel of Prop., 930 F.2d at 141 (<HOLDING>); Coastal Fuels of P.R., Inc. v. Caribbean Options: A. holding that the inadvertent disclosure of a privileged document does not waive the attorneyclient privilege if attorney took all reasonable steps to avoid disclosure and asserted the privilege as soon as the disclosure became known B. holding that state law protecting disclosure of erased arrest records would not be recognized as federal privilege C. holding that 5 usc 301 does not grant authority to assert an evidentiary privilege not recognized by the federal rules of civil procedure or the law of evidence D. recognizing the statelaw privilege because there was no federal claim to which the records sought would be relevant E. holding that ferpa and state law did not create an educational records privilege

assistant: The best answer is B. holding that state law protecting disclosure of erased arrest records would not be recognized as federal privilege
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 SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF BUYER IN THE RECEIVABLES OR RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Restatement (Second) of Contracts § 207 (“In choosing among the reasonable meanings of a promise or agreement or a term thereof, a meaning that serves the public interest is generally preferred.”). In short, on any fair reading, the above-quoted sentences cannot be read to preclude an arbitrator, as part of a final award, from awarding attorney’s fees to a prevailing plaintiff. Alternatively, even if one were to assume, contrary to fact, that the clause did preclude Herrera from recovering attorney’s fees, the proper remedy would be to sever the invalid provision of the arbitration clause and compel arbitration of the underlying dispute, rather than to invalidate the entire arbitration clause as plaintiff urges. See DeGaetano v. Smith Barney Inc., 983 F.Supp. 459, 470 (S.D.N.Y.1997) (<HOLDING>); Beletsis, 2002 WL 2031610 at *5 (noting that Options: A. holding exhaustion clauses to be void as against hawaiis public policy B. holding that prospective waivers of claims are void as against public policy C. holding that an arbitration award involving the appellants challenge to the failure of the insurance company to ensure that he had read and understood a signed waiver and to attach the waiver to the insurance policy as contrary to public policy is not reviewable by the courts because there is no challenge to a provision or term of the policy the appellant never claimed that the waiver or policy language itself was contrary to the public policy of this commonwealth D. holding similar agreement void on public policy grounds E. holding that where agreement prohibits recovery of attorneys fees in civil rights case the relevant portions of the arbitration policy are therefore void as against public policy

assistant: The best answer is E. holding that where agreement prohibits recovery of attorneys fees in civil rights case the relevant portions of the arbitration policy are therefore void as against public policy
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: law, our review is de novo. See, e.g., State Police Ass’n of Mass. v. Comm’r, 125 F.3d 1, 3-4 (1st Cir.1997). Persons subject to the federal estate tax are required to file estate tax returns within fixed time parameters. I.R.C. § 6075. If such a person fails to file an estate tax return in a timeous manner, he has the burden of showing “that such failure is due to reasonable cause and not due to willful neglect.” Id. § 6651(a)(1). In the absence of such a showing, “there shall be added to the amount required to be shown as tax on such return” a late-filing penalty. Id. Imposition of this penalty is mandatory unless the failure to file on time was due to reasonable cause and not due to willful neglect. See Comm’r v. Lane-Wells Co., 321 U.S. 219, 224, 64 S.Ct. 511, 88 L.Ed. 684 (1944) (<HOLDING>); Plunkett v. Comm’r, 118 F.2d 644, 649 (1st Options: A. holding pennsylvanias similarly worded sixyear statute of limitations for paternity actions unconstitutional B. holding defendant could not recover attorneys fees under predecessor to statute 38001 when defendant did not present contract claim C. holding fees mandatory under predecessor statute of 38001 D. holding latefiling penalty mandatory absent reasonable cause under a similarly worded predecessor statute E. holding that the statute is mandatory

assistant: The best answer is D. holding latefiling penalty mandatory absent reasonable cause under a similarly worded predecessor statute
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 Term of this Agreement shall start from the Effective Date of this Agreement and expire on the termination date of the Employment Agreement, subject to the Executive’s timely obtaining and maintenance of requisite visa, work permit and/or residence permit (as applicable) under the relevant PRC laws.

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: definition of “frivolous” in interpreting its own postconviction act. See People v. Hodges, 234 Ill.2d 1, 332 Ill.Dec. 318, 912 N.E.2d 1204, 1209-12 (2009) (concluding that a petition can be summarily dismissed as frivolous or patently without merit “only if the petition has no arguable basis either in law or in fact”). The definitions in Rickert, Neitzke, and Hodges closely track the plain and ordinary meaning of the term “frivolous.” See Webster’s Third New International Dictionary 913 (2002) (defining “frivolous” as “of little weight or importance: having no basis in law or fact ”) (emphasis added). Indeed, those definitions are also consistent with the way we have defined the term “frivolous” in other contexts. See, e.g., Bond v. Comm’r of Revenue, 691 N.W.2d 831, 839 (Minn.2005) (<HOLDING>). Accordingly, we conclude that a petition is Options: A. holding that second state petition for postconviction relief that was dismissed as frivolous and patently without merit was properly filed B. holding that a district court may dismiss a frivolous complaint sua sponte notwithstanding the fact that the plaintiff paid the statutory filing fee C. holding return filled with zeros despite w2 showing considerable income was substantially incorrect or frivolous D. holding that a plaintiff had no injury in fact and consequently no standing when it had no enforceable contract right against the defendant E. holding that the taxpayer filed a frivolous return because it had no basis in law or fact

assistant: The best answer is E. holding that the taxpayer filed a frivolous return because it had no basis in law or fact
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: For instance, a bill dealing with pet licenses, mining regulation and beekeeping could not be plausibly argued to fit under any all-encompassing rubric less general than "legislation," or at the most specific "safety" (assuming that the pet licensing regime had that as its purpose) Similarly, one can imagine items of legislation so targeted that no plausible argument could be made that they violate the single-subject rule. Most actual legislation, of course, falls somewhere in between, and while the single-subject rule is mandatory and must be policed by this court, see supro 127, under our tradition of liberal construction a bill addressing even a relatively large number of educational programs does not violate that rule. Cf. Akin v. Dir. of Revenue, 984 S.W.2d 295, 302 (Mo. 1996) (<HOLDING>). { 44 In addition to their general argument Options: A. holding that a bill containing some twenty enactments and thirtyeight reenactments in the area of education along with various revenue mechanisms to fund those laws does not violate the singlesubject rule gliving the measure the liberal reading required to sustain its constitutionality be cause it contains only one subject education B. holding that it is apparent that this act is not a revenue bill within the contemplation of said section of the constitution fpr the reason that the revenue to be derived therefrom is merely an incident to the main object of the bill and that its general purpose was not that of raising revenue id 5 C. holding that it is impermissible to dismiss a teacher for openly criticizing the board of education on its allocation of school funds between athletics and education and its methods of informing taxpayers about the need for additional revenue D. holding that exhaustion was not required under a federal education statute where the gravamen of the complaint was not that the plaintiff had been denied the type of education the statute guarantees and hence the relief sought was not available through the statutory appeals process E. holding that segregation in public education is a denial of equal protection of the laws

assistant: The best answer is A. holding that a bill containing some twenty enactments and thirtyeight reenactments in the area of education along with various revenue mechanisms to fund those laws does not violate the singlesubject rule gliving the measure the liberal reading required to sustain its constitutionality be cause it contains only one subject education
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 two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03 . Delivery of an executed counterpart to this Agreement by facsimile (or other electronic) transmission pursuant to procedures approved by the Administrative Agent shall be as effective as delivery of a manually signed original.

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: Except as provided otherwise in this Award Agreement, RSUs will be settled and paid as soon as practicable after the date on which they become vested, but in no event later than the 15th day of the third month following such date. The RSUs shall be settled and paid in Shares, in the amount of one Share for each vested RSU.

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: Each Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which such Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of such Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) the wrongful dishonor by such Issuing Lender or any of such Issuing Lender’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Official Body.

assistant: Indemnity