flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Pursuant to Section 15.3 of the Agreement, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title, interest in, and delegates to Assignee all of Assignor’s duties, undertakings, agreements, obligations and covenants under, the Agreement, and Assignee hereby accepts such assignment, transfer and conveyance of the Agreement, and hereby assumes and agrees to be bound by and to perform and observe all of the duties, undertakings, agreements, obligations and covenants under the Agreement that are to be performed by Assignor thereunder in accordance with the terms of the Agreement, including without limitation, obligations that may arise due to conditions existing prior to the Effective Date.

assistant: Assignments
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: Iverson, 648 F.2d at 738 (“[N]o violation of due process results from prosecuto-rial nondisclosure if defense counsel both knows of the information and is able to make use of it but'still chooses, for tactical reasons, not to do so.”). On the other hand, the evidence that was available to Doe only indicated- that Jones had cooperated with the government, and perhaps that he had an agreement to do so. It did not disclose, at least not explicitly, the terms of any such agreement and whether they gave Jones a mo tive to plant the guns in Doe’s house. The latter would not have been the equivalent of what the defense already knew and, depending on the other facts in the case, may or may not have been material for Brady purposes. See United States v. Smith, 77 F.3d 511, 512-13 (D.C.Cir.1996) (<HOLDING>); Cuffie, 80 F.3d at 517-18 (“[T]he fact that Options: A. holding that the defendants due process rights were violated when the trial judge singled out the only defense witness and indicated to that witness that he expected the witness to he and would personally ensure that the witness was prosecuted for perjury and thereby effectively drove that witness off the stand B. holding that summary convictions of crimes involving dishonesty could be used to impeach the credibility of a witness C. holding that defendants claiming qualified immunity to 1983 action were entitled to summary judgment where factual disputes were not material D. holding that although aspects of witness plea agreement were known to defense undisclosed elements were material to defendants ability to impeach E. holding that counsels failure to impeach a witness by showing bias was ineffective assistance

assistant: The best answer is D. holding that although aspects of witness plea agreement were known to defense undisclosed elements were material to defendants ability to impeach
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that a dispute shall arise with respect to any of the provisions of this Agreement, either the Employer or the Employee or his beneficiary, as the case may be, may give written notice to the other stating the claims that said party desires to arbitrate, and naming an arbitrator. Within ten (10) days after the receipt of such notice, the party receiving same shall appoint a second arbitrator by written notice to be sent to the party who requested arbitration. Within ten (10) days after receipt of such notice of appointment of the second arbitrator, the two (2) arbitrators so appointed shall meet to select a third arbitrator and shall give written notice of such selection to the Employer and the Employee or his beneficiary. The decision of a majority of the arbitrators shall be conclusive and binding upon the Employer and the Employee or his beneficiary. All notices hereunder shall be by registered mail addressed to the last known address of the party entitled to receive notice. The Employer and the Employee shall each pay their own costs incurred in the arbitration proceeding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed and delivered (including by facsimile transmission or by electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant shall indemnify, defend (with counsel satisfactory to Landlord) and hold Landlord and its agents and employees harmless from all suits, claims, actions, losses, costs and expenses (including, but not limited to, claims for workers’ compensation, attorneys’ fees and costs) based on personal injury or property damage or contract claims (including, but not limited to, claims for breach of warranty) arising from the performance of Tenant’s Work, including (but not limited to) from any early access to the Property by Tenant and its contractors in preparation for Tenant’s Work as contemplated in Section 2.2 of the Lease and in this Workletter. Tenant shall repair or replace (or, at Landlord’s election, reimburse Landlord for the cost of repairing or replacing) any portion of the Improvements and/or any of Landlord’s real or personal property or equipment that is damaged, lost or destroyed in the course of or in connection with the performance of Tenant’s Work.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by using the tripadvisor websites , you represent and warrant that you are not located in , under the control of , or a national or resident of any such country or on any such list .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Rather, as noted above, it is clear that the IDEA provides for reimbursement only if (1) the school district fails to provide a FAPE and (2) the parental placement is “reasonably calculated to enable the child to receive educational benefits.” Carter, 950 F.2d at 163 (internal quotation marks omitted); see also Burlington, 471 U.S. at 369, 105 S.Ct. 1996. These two findings lie at the heart of the statute. In this regard, we note that the hearing officer and district court made findings that Lindamood-Bell had fallen short in several significant respects, namely in the failure to provide the life skills and vocational training and the group interaction needed by M.S. for his instruction. We accord great deference to such findings under our precedent. See MM ex rel. DM, 303 F.3d at 531 (<HOLDING>). Whether the identified shortcomings of Options: A. holding that we review for clear error the bankruptcy courts factual findings B. holding that findings of fact from a bench trial are reviewed for clear error C. holding that findings of fact made in administrative proceedings are considered to be prima facie correct and that where a district court has heard and considered additional evidence we review its findings of fact for clear error D. holding that findings of fact are reviewed for clear error E. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case

assistant: The best answer is C. holding that findings of fact made in administrative proceedings are considered to be prima facie correct and that where a district court has heard and considered additional evidence we review its findings of fact for clear error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be paid a base salary of $120,000 per year (the “ Base Salary ”), payable in bi-weekly installments consistent with Company’s payroll practices. The annual Base Salary shall be reviewed by the Board on or before January 1 of each year starting on January 1, 2020, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, to determine if such Base Salary should be increased for the following year in recognition of Executive’s services to the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall deduct from all cash distributions under the Plan all taxes required to be withheld by the applicable jurisdiction. Whenever the Company proposes or is required to issue or transfer shares of Stock under the Plan or upon the vesting of any Stock Award, the Company has the right to require the recipient to remit to the Company an amount sufficient to satisfy the taxes required to be withheld by the applicable jurisdiction prior to, or as a condition of the issuance of such shares or the vesting of such Stock Award. A Participant may pay the tax withholding obligation in cash (including to the extent not prohibited by the applicable Award Agreement, by having a broker sell shares of Stock subject to the Award on the Participant’s behalf and remitting the cash proceeds to the Company), or, if the applicable Award Agreement or Award Program provides, a Participant may be permitted, or may be required, to have the tax withholding arising from exercise or payment of the Award satisfied by having the number of shares of Stock the Participant is to receive reduced by, or with respect to a Stock Award, by tendering back to the Company, a number of whole shares of Stock which, when multiplied by the Fair Market Value of the shares of Stock, is sufficient to satisfy the tax withholding obligation (after taking into account any withholding in cash required because only whole shares of Stock can be withheld or tendered), at tax withholding rates determined by the Company to be required, or in the Company’s sole discretion, permitted, but not in excess of the maximum statutory tax rates in the applicable jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Illinois, 386 U. S. 300 (87 SC 1056, 18 LE2d 62) (1967) (informant had provided information to affiant 15 or 16 times within the past year, resulting in numerous arrests and convictions); Clyatt v. State, 126 Ga. App. 779 (1), 781 (192 SE2d 417) (1972) ("within the past 90 days the informant had furnished information which resulted in the arrest of one person and the recovery of various illegal drugs”); Tomblin v. State, 128 Ga. App. 823 (1) (198 SE2d 366) (1973) (informant used "numerous times” in past and personally known to affiant for several years). Otherwise the police would be enabled to obtain search warrants to enter private homes on the basis of assertions so vague and conclusory that they could never be challenged. Cf. Franks v. Delaware, — U. S. — (57 LE2d 667) (1978) (<HOLDING>). In summary, we find that the language used in Options: A. holding that a warrant was needed to perform an administrative search upon private property B. holding that a defendant has no constitutional right to challenge the search or seizure of property belonging to a third party even if the search was without probable cause C. holding that an arrest warrant without a search warrant does not permit law enforcement authorities to enter a third partys home to legally search for the subject of the arrest warrant D. holding that a defendant has a right to challenge the factual assertions in a search warrant upon a preliminary showing that they are untrue E. holding that the fourth amendment requires that a defendant be allowed an opportunity to challenge the veracity of an affidavit supporting a search warrant

assistant: The best answer is D. holding that a defendant has a right to challenge the factual assertions in a search warrant upon a preliminary showing that they are untrue
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 Mortgage, the Credit Agreement and the Term Note embody the entire agreement and understanding between Mortgagee and Mortgagor relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. There are no unwritten oral agreements between the parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gerardo Antonio Fuentes, a native and citizen of Honduras, petitions pro se for review of the decision of the Board of Immigration Appeals denying his applications for withholding of removal and relief under the Convention Against Torture. Fuentes contends that he was persecuted by street gangs when he refused to join their organization, and alleges that the gangs are still actively looking for him. Substantial evidence supports the BIA’s finding that the beatings and harassment that Fuentes received from gang members seeking to recruit him did not establish past persecution on account of a protected ground, or a well-founded fear of future persecution. See Ramos-Lopez v. Holder, 563 F.3d 855, 858 (9th Cir.2009) (<HOLDING>). Substantial evidence also supports the BIA’s Options: A. holding that young men who resist gang recruitment do not constitute a particular social group and refusal to join a gang does not amount to a political opinion B. holding that refusal to join guerrilla group is itself not affirmative expression of political opinion C. holding that former members of the mara 18 gang in el salvador who have renounced their gang membership does not constitute a particular social group because it lacks particularity because it is too diffuse as well as being too broad and subjective D. holding that former gang members do not comprise a particular social group E. holding that government material witnesses do not constitute a particular social group

assistant: The best answer is A. holding that young men who resist gang recruitment do not constitute a particular social group and refusal to join a gang does not amount to a political opinion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the schedule hereto constitute the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with respect to the subject matter hereof. Notwithstanding the foregoing, this Agreement does not supersede Executive’s employment agreement with HRG dated as of February 11, 2014 (the “ HRG Group Employment Agreement ”) and it is acknowledged and agreed by the parties that as of the Effective Date Executive is employed by HRG and subject to the HRG Group Employment Agreement, as it may be amended, modified or terminated from time to time.

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: The term of this Agreement (the “Term”) shall commence as of the date hereof and unless earlier terminated in accordance with the provisions of this Agreement, shall continue for the period of ten (10) years following the date of performance of the first billed Gamma Knife procedure at the Site (the “First Procedure Date”). Yale shall become liable to GKF for the GKF monthly reimbursement as hereinafter defined in paragraph 7 upon the First Procedure Date.

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 legal provision and list the applicable contract clause categories. Provision: Each Award will be made subject to any applicable withholding for taxes. The Company or the Subsidiary that employs a Grantee will have the right to deduct from any amount payable under the Plan, including delivery of Shares to be made under the Plan, all federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such payment (including social insurance contributions) and to take such other actions as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Shares are used to satisfy withholding taxes, such Shares will be valued, unless otherwise provided for in an Award Agreement, based on the Fair Market Value of the Shares on the date when the withholding for taxes is determined. The Company or the Subsidiary that employs a Grantee will have the right to require the Grantee to pay cash to satisfy withholding taxes as a condition to the payment or settlement of any amount (whether in cash or Shares) under the Plan.

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 Release will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflicting provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the laws of any jurisdiction other than the Commonwealth of Pennsylvania to be applied. In furtherance of the foregoing, the internal law of the Commonwealth of Pennsylvania will control the interpretation and construction of this Release, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Further, to the extent that Executive or the Company is required to initiate legal action to enforce any right or obligation under this Release, Executive and the Company agree that any such litigation shall be filed and determined by the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas for Allegheny County; and both Executive and the Company consent to the exclusive personal jurisdiction of such courts.

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: right to appeal, these are the dates listed on the documents. Both documents were filed with the clerk of the court on March 12, 2004. 2 . Texas Code of Criminal Procedure article 42.12, § 5(b) states in part that "[a]fter an adjudication of guilt, all proceedings, including assessment of punishment, pronouncement of sentence, granting of community supervision, and defendant’s appeal continue as if the adjudication of guilt had not been deferred.” 3 . It is interesting to note that the courts of appeals have continued to hold that presen-tencing waivers do not prevent appeals from the punishment phase of trial when a defendant’s punishment is not certain by relying on Townsend and Thomas instead of Blanco. Tufele v. State, 130 S.W.3d 267, 270 (Tex.App.-Houston [14 Dist.] 2004, no pet.) (<HOLDING>); Perez v. State, 129 S.W.3d 282, 287-88 Options: A. holding that the hearsay rule is not suspended in the sentencing phase B. holding statute does not prohibit victim from making a specific sentencing recommendation C. holding circuit courts decision to depart from the presumptive sentencing recommendation and impose a prison sentence was reversible error where defendant objected on the basis that the state failed to give notice of aggravating factors that would justify a dispositional departure from the presumptive sentencing recommendation and the trial court failed to state on the record a reason for its departure D. holding that failure to object to magistrate judges recommendation waived issue on appeal E. holding that presentencing waiver did not prevent appeals from the punishment phase of trial because without a sentencing recommendation the waivers consequences could not be known and the appellant neither bargained for a sentencing recommendation nor waived his right to appeal after sentencing

assistant: The best answer is E. holding that presentencing waiver did not prevent appeals from the punishment phase of trial because without a sentencing recommendation the waivers consequences could not be known and the appellant neither bargained for a sentencing recommendation nor waived his right to appeal after sentencing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, claims and other communications under this Agreement must be in writing. Any notice, request, demand, claim or other communication under this Agreement will be deemed duly given (i) two (2) business days after such notice is sent by registered or certified mail, return receipt requested, postage prepaid or (ii) immediately after such notice is sent via email, in each case, addressed to the intended recipient as follows: if the Company, 11601 Wilshire Blvd, Suite 1100, Los Angeles, CA 90025, attention: Rick Anderson (randerson@catasys.com) and Susan Etzel ( setzel@catasys.com ) and if to Purchaser, at the address set forth on the signature page to this Agreement, or any other address applicable to Purchaser if the Company has been given notice of such change of address in accordance with this Section 5(g). Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Agreement.

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: As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to receive $2,000 annually, which shall be solely an obligation of the Servicer. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder and all expenses incurred in connection with the removal, resignation and replacement of the Indenture Trustee pursuant to Section 6.8 of the Indenture.

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: are echoed by defendants and amici in their briefs on these cross-motions. First, these courts conclude that, viewed subjectively and objectively, notification statutes are “remedial” laws that are not motivated by “punitive, penal purposes.” W.P. v. Poritz, 931 F.Supp. at 1214; see also, e.g., Doe v. Poritz, 662 A.2d at 404 (“legislative intent [behind Megan’s Law] ... is clearly and totally remedial”). These courts rely heavily on their conclusion that these laws serve “significant remedial goals,” including as the “primary focus ... the protection of children and others from previously-convicted sex offenders, near them in the community, who have been found to have a moderate or high risk of re-offense.” W.P. v. Poritz, 931 F.Supp. at 1214; accord Stearns v. Gregoire, slip op. at 13 (<HOLDING>). Second, these courts also conclude that the Options: A. holding a duty will be found to exist where the balance of these factors weighs in favor of placing such a burden on a defendant B. recognizing that a court must balance the policy in favor of hearing a litigants claims on the merits with the policy in favor of finality C. holding on motion for preliminary injunction that balance of hardships tipped in favor of public D. holding that one candidates status as a pension fund tipped the scales in favor of its appointment as lead plaintiff E. recognizing such balance of interests

assistant: The best answer is C. holding on motion for preliminary injunction that balance of hardships tipped in favor of public
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 amended or modified only by a written instrument signed by the Employee and the Chairman of the Board of Directors, upon concurrence of two-thirds (2/3 rds ) of all (except the Employee, if he is then serving on either Board of Directors) of the members of each Board of Directors.

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 case excerpt and choose the best holding from the options. Case excerpt: at 16-17.) He said that common practice in the school district would be to make a referral to MCDJFS after a child had missed a certain number of school days. Mr. Schumacher testified that he could not recall talking to MCDJFS about Timothy at all, but if he did, it would have been about attendance. {Id. at 18-20.) 25 . Mr. Koslik testified at his deposition that, in January 2008, his brother-in-law, the former Director of MCDJFS, revealed the identity of the individual who made the complaint, and it was not someone employed by, related to or involved with the School District. The Court views this information as inadmissible hearsay under Rule 56, and declines to rely on it in rendering its decision here. See Pennsylvania v. Ritchie, 480 U.S. 39, 61, 107 S.Ct. 989, 94 L.Ed.2d 40 (1987) (<HOLDING>); Ohio Rev.Code § 5153.17. 26 . Plaintiffs also Options: A. holding that where a public official takes discretionary action that the official knows will directly benefit a financial interest that the official has concealed in violation of a state criminal law that official has deprived the public of his honest services under 1346 B. holding that municipal court records were admissible under official records or public documents exception C. recognizing records material to selfdefense claim outweigh victims interest in confidentiality D. recognizing the public interest exception E. recognizing strong public interest in maintaining confidentiality of official records concerning child abuse

assistant: The best answer is E. recognizing strong public interest in maintaining confidentiality of official records concerning child abuse
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Both during and, if necessary, following the Transition Period, you agree to cooperate reasonably with the Company concerning any investigative or litigation matters, government investigations or government proceedings that may arise and about which you may have relevant information.

assistant: Cooperation
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: reveal his drug source. This was sufficient to permit the district court to find that Arnold failed to make a preponderance showing that he had disclosed “all he knows concerning both his involvement and that of any co-conspirators.” United States v. Smith, 174 F.3d 52, 56 (2d Cir.1999) (internal quotation marks omitted); see United States v. Conde, 178 F.3d 616, 622 (2d Cir.1999) (reiterating that defendant was properly denied safety-valve reduction where he failed to provide name of drug source). Insofar as Arnold claimed he did not possess the information sought by prosecutors, the district court was not bound to accept his self-serving professions of ignorance, particularly after hearing the trial evidence. See generally United States v. Gambino, 106 F.3d 1105, 1110 (2d Cir.1997) (<HOLDING>). Indeed, the district court’s skepticism would Options: A. holding sentencing court not bound to accept defendants selfserving characterizations of role in offense B. holding that court may not accept claims of fraud based on speculation C. holding that appellate courts may choose to accept or reject concessions of counsel and are not bound by them D. holding that district court need not accept the governments recommendation of a minor role reduction E. holding that a reduction for minor role in an offense cannot be awarded when the larger offense was not taken into account in setting the base level

assistant: The best answer is A. holding sentencing court not bound to accept defendants selfserving characterizations of role in offense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to indemnify the Executive to the maximum extent permitted by the Company’s Articles of Incorporation or Bylaws, including, providing to the Executive, if applicable, any Directors or Officers Insurance Policy, in effect as of the Effective Date, or which becomes effective during the Term of this Agreement and/or any renewal or extension period thereafter, with such indemnification of the Executive to be on terms determined by the Board, or any of its authorized Committees, but on terms no less favorable than provided to any other Company executive, officer or director, and subject further to the terms of any separate written Indemnification Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Employee separates from employment with the Employers and Affiliates prior to the Three-Year Anniversary Date by reason of death, then on the date of the Employee’s death the Award shall become nonforfeitable and the Restriction Period with respect to the Award shall terminate. Within sixty (60) days following the date of the Employee’s death, the Company shall issue to the Employee’s designated beneficiary in a single payment the shares of Common Stock subject to the Award .

assistant: Death
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: accounts steadily shrank during the marriage, as husband regularly invaded it for various purposes, including paying obligations to his former spouse, supporting the parties’ lifestyle and, after their separation, acquiring the Johnson Road property for himself and his new partner. The parties agreed that the total value of those accounts at the time of trial was $135,893. As husband sees things, the trial court awarded wife an equal interest in both the retirement accounts and the Johnson road property as a sanction for perceived discovery violations. According to husband, he did not violate any discovery orders and, thus, the trial court abused its discretion in equally dividing those assets. See, e.g., Stronach v. Ellingsen, 108 Or App 37, 40, 814 P2d 175, rev den, 312 Or 151 (1991) (<HOLDING>). Wife differs in her understanding of the Options: A. holding that generally speaking discovery rulings are reviewed for abuse of discretion B. holding that denial of joinder motion is reviewed for abuse of discretion C. holding that the imposition of sanctions is reviewed for abuse of discretion D. holding that the dismissal of a frivolous action reviewed for abuse of discretion E. holding that denial of discovery in habeas proceedings is reviewed for abuse of discretion

assistant: The best answer is A. holding that generally speaking discovery rulings are reviewed for abuse of discretion
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 addition to any other remedies available to a Partner, such Partner shall each have the right to seek equitable relief, including injunctive relief or specific performance, against another Partner or its Disclosure Parties in order to enforce the provisions of this Section 17.20 .

assistant: Remedies
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Lender’s Revolving Facility Credit Exposure at any time might exceed its Commitment at such time (in which case Section 2.11(d) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined by pursuant to Section 2.2(a). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount and the Company shall deliver to each Purchaser its respective shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Deed of Trust void and that Appellees’ efforts to collect her debt give rise to five causes of action. The district court granted Appel-lees’ motion to dismiss and Christie filed this timely appeal. We have jurisdiction pursuant to 28 U.S.C. § 1291. We affirm. 1. The district court properly dismissed Christie’s claim for declaratory relief. Her arguments in support of such relief all fail because of lack of standing or plausibility. As a borrower, Christie does not have standing under California law to challenge irregularities in the assignment of her Note or Deed of Trust because those instruments are negotiable and her obligations thereunder remain unchanged even if her creditor changes. See Jenkins v. JP Morgan Chase Bank, N.A., 216 Cal.App.4th 497, 156 Cal.Rptr.8d 912, 927 (2013) (<HOLDING>); see also In re Kirkland, 915 F.2d 1236, Options: A. holding that a borrower lacks standing to challenge transfers of her promissory note to which the borrower is not a party B. holding that when the basis of the earlier suit was that the plaintiff had had defaulted on a promissory note and the claim in the instant action is whether that promissory note was valid the transaction test is met C. holding that a promissory note is not enforceable against a party who signed the deed of trust but did not sign the promissory note inasmuch as promissory notes and deeds of trust are separate legal documents with unique purposes D. holding that an assignment of a loan into a securitized trust that was allegedly forged or untimely was merely voidable and therefore the borrower lacked standing to challenge its validity E. holding that mers may be a beneficiary as nominee for the lender that assignments of the deed of trust between mers members need not be recorded that mers was not liable to the borrower in negligence and that the idaho consumer protection act did not provide a cause of action to the borrower

assistant: The best answer is A. holding that a borrower lacks standing to challenge transfers of her promissory note to which the borrower is not a party
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 terminated on an Investor-by-Investor basis (i) by mutual consent between the Company and such Investor evidenced in writing and (ii) by such Investor or the Company if the Closing does not occur on or before the date that is ten (10) business days following the Company’s Special Meeting, provided that the party seeking to terminate this Agreement pursuant to this Section 10 shall not have breached in any material respects its representations, warranties or covenants set forth in this Agreement. If this Agreement is terminated by either the Company or an Investor pursuant to the provisions of this Section 10 , this Agreement with respect to the Company and such Investor shall forthwith become void and there shall be no further obligations on the part of the Company or such Investor or their respective stockholders, directors, officers, employees, agents or representatives, except for the provisions of Section 11 , which shall survive any termination of this Agreement; provided , however , that nothing in this Section 10 shall relieve any party from liability for any breach of any representation, warranty, covenant, or agreement under this Agreement prior to such termination or for any willful breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: By execution below, each Seller expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement shall be pledged and/or collaterally assigned by the Buyer to the Administrative Agent for the benefit of the Secured Parties pursuant to the Credit and Security Agreement (and the Administrative Agent may further assign such rights in accordance with the Credit and Security Agreement), and each Seller consents to such assignment. Each of the parties hereto acknowledges and agrees that the Agents and the Lenders are third party beneficiaries of the rights of the Buyer arising hereunder and under the other Transaction Documents to which any Seller is a party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: there effectively told the grandmother she had no right to resist the search by claiming to have a warrant, while the DPS officer here correctly informed Valenzuela that Arizona law required hi “instinct with coercion” whether or not he actually possessed a valid warrant. See. id. at 549, 88 S.Ct. 1788 (“A search conducted in reliance upon a warrant cannot later be justified on the basis of consent if it turns out that the warrant was invalid.”); see also Lo-Ji Sales, 442 U.S. at 329, 99 S.Ct. 2319 (citing Bumper and holding that after a business’s agent was arrested and made aware of “the presumed authority” of a search warrant, his compliance with officers’ requests could not be considered free and voluntary consent to a search); State v. Medicine, 865 N.W.2d 492, 498 ¶ 13 (S.D.2015) (<HOLDING>). Consequently, whether the officer here Options: A. holding that in deciding whether officers are entitled to qualified immunity it is not only the evidence of clearly established law that is for the court but also whether a reasonable officer could have believed that his or her conduct was lawful in light of the information the officer had B. holding that a public officer has no discretion or authority to misinterpret the law C. holding that qualified immunity applies only if an officer had arguable probable cause to arrest D. holding that bumper applies whether an officer honestly represents authority or fabricates it E. holding that an officer or employee of the tennessee valley authority was not an officer or employee acting under the authority of the united states or any department or any officer of the government thereof within the meaning of a criminal statute first enacted in 1884

assistant: The best answer is D. holding that bumper applies whether an officer honestly represents authority or fabricates it
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the “ Unvested Shares ”) at the time of Participant’s Termination of Service, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Participant will have no further rights with respect to the Unvested Shares.

assistant: Forfeitures