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: Trane actually subcontracted out the engineering services, thus negating any suggestion that “the personality of the individual [engineer] play[ed] a decisive part.” § 41-16-51(a)(3); see Op. Att’y Gen., No. 84-00262 (1984). Moreover, nothing in the record indicates that the Board could not “purchase the equipment in a separate contract from the professional services.” Op. Att’y Gen., No. 84-00262 (1984). Instead, Trane, the Board, and the majority of this Court point to the financial consideration of “guaranteed savings” as the rationale supporting the Performance Contract. Such a consideration, however, falls squarely within the primary purpose of the Competitive Bid Law to assure quality and economy. See Arrington v. Associated Gen. Contractors of America, 403 So.2d 893 (Ala.1981) (<HOLDING>). Thus, the Board should have bid out the Options: A. holding that the redemption price was based on the amount bid at foreclosure and not what the subsequent purchaser paid for the property B. holding that the interpretation of statutory language should be consistent with the legislatures purpose and intent C. holding that plaintiff was entitled to sue under rule 10b5 for the difference between the price and the value received from the sale of the security where as here the evil is not the price at which plaintiff bought but the fact of being induced to buy D. holding that courts must generally give effect to the plain meaning of a statute because that is the best evidence of the legislatures intent E. holding that the legislatures intent in passing the competitive bid law was to ensure that governmental entities secured the bestquality equipment at the lowest possible price

assistant: The best answer is E. holding that the legislatures intent in passing the competitive bid law was to ensure that governmental entities secured the bestquality equipment at the lowest possible price
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: agree with the State and Water Defense Association that aboriginal water rights must be established by evidence of historical use, and that, under the facts herein, the trial court correctly rejected the argument that the Tribe was entitled to an aboriginal priority date for water for agricultural purposes quantified by a PIA standard, I believe the trial court erred in refusing to recognize that the Tribe had established an aboriginal water right with a priority date of time immemorial to waters appurtenant to the lands included in the area of the reservation for reasonable domestic use. See Adair, 723 F.2d at 1413 (confirming aboriginal title of tribe to water rights for domestic purposes and “to support its hunting, fishing, and gathering lifestyle”); Aamodt, 618 F.Supp. at 1009-10 (<HOLDING>). There is evidence in the record of an actual Options: A. recognizing the right to use water to generate power B. holding in custody dispute that fathers alleged domestic violence in an earlier marriage must be considered for purposes of as 2524150gi C. recognizing aboriginal right to use of waters by pueblos for domestic purposes D. holding that for a domestic corporation the foreign principal place of business does not count E. recognizing private right of action

assistant: The best answer is C. recognizing aboriginal right to use of waters by pueblos for domestic purposes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, through the Closing Date, each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions required by the terms of this Agreement of such Party that are reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Transactions. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at any Party’s request and without further consideration, the other Party shall (and in the case of Buyer and Seller, each such Party shall use commercially reasonable efforts to cause the applicable members of the Company to) execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement and the Transactions.

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 legal provision and list the applicable contract clause categories. Provision: If, within twelve months following a Change in Control, (i) a Participant is terminated by the Company or an employing Affiliate (that is not a Joint Venture) without Cause or (ii) such Participant resigns from the Company or an employing Affiliate (that is not a Joint Venture) for Good Reason, the unvested portion of any then outstanding Stock Option shall vest and become exercisable.

assistant: Change In Control
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 any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Commissioners must “make findings of fact in each specific case” involving an application for re-zoning approval to a PUD. § 27.3. Section 27.3 requires that the County Commissioners make findings of fact involving, inter alia, “the following matters”: (a) The report and recommendations of the [Planning Commission]. (b) Population change in the area of the proposed change. (c) Availability of public facilities in the area. (d) Present and future transportation patterns in the area. (e) Compatibility with existing and proposed development of the area including indication of neighboring sites identified by the Washington County Historic Sites Survey and subsequent revisions or updates. (f) The relationship of the proposed change to the Adopted Plan For , 535-36, 881 A.2d 1161 (2005), (<HOLDING>). We have previously addressed the question of Options: A. holding that the appellees argument was waived because they had expressly abandoned the argument before the administrative agency B. holding that the appellant waived this argument C. holding that because the appellant did not present to the administrative agency the argument it raised before this court the issue was not preserved and holding that even if preserved the argument failed D. holding that the appellant waived an argument listed only in his summary of the argument E. holding that district of columbia waived its argument that appellees were not entitled to an income tax credit by failing to assert the argument in the trial court

assistant: The best answer is A. holding that the appellees argument was waived because they had expressly abandoned the argument before the administrative agency
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 indemnified by the Employer to the extent provided in the case of officers under the Employer's Articles of Incorporation or Regulations, to the maximum extent permitted under applicable law. The Employer shall use commercially reasonable efforts to continue its Director and Officer Liability Insurance ("DOL Insurance") under substantially similar terms and with claim limits not lower than $10,000,000 or the amounts as in existence prior to the termination of employment. The DOL Insurance shall be maintained for at least seven (7) years from termination of employment and without limiting the foregoing, the Executive shall not be excluded from coverage under the DOL Insurance during such period.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: entry of dismissal orders if debtors do not file the information required by § 521(a)(1) within 45 days of the petition date. These procedures are reasonable in general, and comport with Congressional intent. Given the serious nature of “automatic dismissal,” however, it should not be done unless the § 521(i) mandate is clear. In this case, automatic dismissal was not required because § 521(a)(1) did not obligate Debtor to file a CMI Statement. The Dismissal Order was entered in error, the mistake will be corrected, and the Court’s policies changed accordingly. A separate order will be entered. 1 . These facts are taken from the case docket, of which the Court took judicial notice. See St. Louis Baptist Temple, Inc. v. Fed. Deposit Ins. Corp., 605 F.2d 1169, 1172 (10th Cir.1979) (<HOLDING>); LeBlanc v. Salem (In re Mailman Steam Carpet Options: A. recognizing that a district court may sua sponte dismiss a complaint for failure to serve after notice to the plaintiff B. recognizing that the court may take judicial notice of its own docket C. holding that a court may sua sponte take judicial notice of its docket D. recognizing that a court may rely on matters of which a court may take judicial notice E. recognizing a district judge may dismiss a case sua sponte under either rule 41b or its inherent authority to manage its docket

assistant: The best answer is C. holding that a court may sua sponte take judicial notice of its docket
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 shall be deemed to have consented and agreed that, without notice to or by Borrower and without affecting or impair-ing in any way the obligations or liability of Borrower hereunder, PFG may, from time to time before or after revocation of this Agreement, do any one or more of the following in PFG's sole and absolute discretion: (i) accept partial payments of, compromise or settle, re-new, extend the time for the payment, dis-charge, or performance of, refuse to enforce, and release all or any parties to, any or all of the Obligations; (ii) grant any other indul-gence to any Borrower or any other Person in respect of any or all of the Obligations or any other matter; (iii) accept, release, waive, surren-der, enforce, exchange, modify, impair, or extend the time for the performance, discharge, or payment of, any and all property of any kind securing any or all of the Obligations or any guaranty of any or all of the Obligations, or on which PFG at any time may have a Lien, or refuse to enforce its rights or make any com-promise or settlement or agreement therefor in respect of any or all of such property; (iv) substitute or add, or take any action or omit to take any action which results in the release of, any one or more other Borrowers or any en-dorsers or guarantors of all or any part of the Obligations, includ-ing, without limitation one or more parties to this Agreement, regard-less of any destruction or impairment of any right of contribution or other right of Borrower; (v) apply any sums re-ceived from any other Borrower, any guarantor, endorser, or co-signer, or from the disposition of any Collat-eral or security, to any indebtedness whatsoever owing from such Person or secured by such Collateral or security, in such manner and order as PFG determines in its sole discretion, and regardless of whether such indebtedness is part of the Obligations, is secured, or is due and payable. Borrower con-sents and agrees that PFG shall be under no obligation to marshal any assets in favor of Borrower, or against or in payment of any or all of the Obligations. Borrower further consents and agrees that PFG shall have no duties or responsibilities whatso-ever with respect to any property securing any or all of the Obligations. Without limiting the generality of the foregoing, PFG shall have no obligation to monitor, verify, audit, examine, or obtain or maintain any insurance with respect to, any property se-curing any or all of the Obligations.

assistant: Consents
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 person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance of the individual's duties under the Plan. This right to indemnification is conditioned upon such person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person or persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of access in the context of criminal trials, see Richmond Newspapers, 448 U.S. 555, 100 S.Ct. 2814, the federal courts of appeals have widely agreed that it extends to civil proceedings and associated records and documents. See, e.g., N.Y. Civil Liberties Union v. N.Y.C. Transit Autk, 684 F.3d 286, 305 (2d Cir.2011) (finding a right of access to administrative civil infraction hearings); Publicker Indus., Inc. v. Cohen, 733 F.2d 1059, 1061 (3d Cir.1984) (“We hold that the First Amendment does secure a right of access to civil proceedings.”); In re Cont’l Ill. Sec. Litig., 732 F.2d 1302, 1308 (7th Cir.1984) (finding a right of access to litigation committee reports in shareholder derivative suits); Brown & Williamson Tobacco Corp. v. Fed. Trade Comm’n, 710 F.2d 1165, 1177 (6th Cir.1983) (<HOLDING>). The California Supreme Court has also so Options: A. holding that the first amendment limits judicial discretion to seal documents in a civil case B. holding that the rigorous first amendment standard should also apply to documents filed in connection with a summary judgment motion in a civil case C. holding that the first amendment right of access applies to a summary judgment motion in a civil case D. recognizing that first amendment provides qualified right of access to judicial documents E. holding that there is no first amendment or common law right of access to documents which played no role in a judicial decision

assistant: The best answer is A. holding that the first amendment limits judicial discretion to seal documents in a civil case
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: after your initial subscription commitment period , and again after any subsequent subscription period , your subscription will automatically continue for an additional equivalent period , at the price you agreed to when subscribing .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the Closing to occur as of the Closing Date, the Company shall pay on behalf of the Buyer or reimburse the Buyer for its legal fees and expenses incurred (which may be added to Buyer’s Note, if so desired by Buyer) in connection with this Agreement in the amount of $12,500. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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: for establishing an indirect claim for emotional distress that is based on medical malpractice are strictly applied. See Frame, supra, 115 N.J. at 651-52, 560 A.2d 675 (observing that expansion of medical malpractice to include indirect claims of emotional distress may increase actual and social costs of providing health care) (Wilentz, C.J., and Garibaldi, J., concurring). Medical malpractice giving rise to emotional-injury claims can involve obstetrical malpractice that occurs in the course of pregnancy with resultant serious or fatal injuries to the fetus or newborn and consequent severe emotional distress suffered by the parents. E.g., Carey v. Lovett, 132 N.J. 44, 622 A.2d 1279 (1993); Giardina, supra, 111 N.J. 412, 545 A.2d 139. In those cases, the Court h d 834 (1981) (<HOLDING>); Berman v. Allan, 80 N.J. 421, 432, 404 A.2d 8 Options: A. holding that parents could assert direct claim for emotional distress against doctor who failed to inform them of genetic risk of having another child B. holding in a fcra case that plaintiffs may not rely on mere conclusory statements rather they must sufficiently articulate true demonstrable emotional distress including the factual context in which the emotional distress arose evidence corroborating the testimony of the plaintiff the nexus between the conduct of the defendant and the emotional distress the degree of such mental distress mitigating circumstances if any physical injuries suffered due to the emotional distress medical attention resulting from the emotional duress psychiatric or psychological treatment and the loss of income if any C. holding that a tort claim for intentional infliction of emotional distress is distinct from a claim for emotional distress damages under the employment discrimination statute D. holding that family could assert claim for negligent infliction of emotional distress against doctor who negligently interpreted a german measles test thereby depriving parents of opportunity to consider terminating pregnancy E. holding that doctors failure to inform parents of availability of amniocentesis that deprived parents of opportunity to terminate pregnancy forms basis of direct claim for negligent infliction of emotional distress

assistant: The best answer is A. holding that parents could assert direct claim for emotional distress against doctor who failed to inform them of genetic risk of having another child
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: your viber credit balance will be recharged with the same amount and by the same payment method you initially designated when you registered your account every time your viber account balance goes below the threshold set by viber from time to time .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Ancillary Agreements and the documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including all exhi bits and schedules hereto and thereto, constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements, term sheets, letters of interest, correspondence (including e-mail) and undertakings, both written and oral, between Seller on the one hand, and Buyer on the other hand, with respect to the subject matter hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: would write the illegal prescriptions and deliver them to Price, who would use various “script runners” to fill the prescriptions. The state argues that the multiple counts of the indictment charged multiple conspiracies, not under the general conspiracy statute codified at Code Ann. § 26-3201 (Ga. L. 1968, pp. 1249, 1335; as amended), but rather under a special conspiracy statute found at § 79A-812 of the Controlled Substances Act (Code Ann. § 79A-812; Ga. L. 1974, pp. 221, 244): “Any person who attempts or conspires to commit any offense defined in this Chapter shall be punished by imprisonment not exceeding the maximum punishment prescribed for the offense, the commission of which was the object of the attempt or conspiracy.” See Hammock v. Zant, 244 Ga. 863 (262 SE2d 82) (1979) (<HOLDING>). Held: It is true that when a conspiracy Options: A. holding criminal conspiracy is sustained where the commonwealth establishes the defendant entered into an agreement to commit or aid in an unlawful act with another person with a shared criminal intent and an overt act was done in furtherance of the conspiracy a coconspirator may commit the overt act and conspirators are liable for acts of the coconspirators committed in furtherance of the conspiracy B. holding that in a conspiracy case venue lies where the conspiracy agreement was formed or in any jurisdiction where an overt act in furtherance of the conspiracy was committed by any of the conspirators C. recognizing requirement that defendant conspired to commit an overt act in state in furtherance of the conspiracy D. holding that proof of an overt act is not required in a 846 conspiracy E. holding that in order for one to be guilty of a conspiracy under 79a812 one or more of the conspirators must commit an overt act as required by 263201

assistant: The best answer is E. holding that in order for one to be guilty of a conspiracy under 79a812 one or more of the conspirators must commit an overt act as required by 263201
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: prevented the consummation of a contract when these forms are exchanged, Section 2-207 recognizes that in many, but not all, cases the parties do not impart such significance to the terms on the printed forms.”). Instead, Christy contends that the district court should have looked beyond the acknowledgment form’s language and focused on the parties’ intent as determined by the factual circumstances surrounding the agreement, to determine whether the acceptance was in fact expressly conditional on PCS’s assent. See Brief for Appellant at 12-13 (citing John E. Murray, Section 2-@07 of the Uniform Commercial Code: Another Word About Incipient Unconscionability, 39 U. Pitt. L.Rev. 597 (1978)). But see C. Itoh & Co. (America) v. Jordan Int’l Co., 552 F.2d 1228, 1235-36 (7th Cir.1977) (Itoh) (<HOLDING>). Christy argues that, based on the facts and Options: A. holding that performance may be valid acceptance B. holding that although sellers acknowledgment was not valid acceptance of buyers offer under 22071 buyers subsequent acceptance of and payment for goods along with buyers objection to a particular term within counteroffer constituted assent to remaining terms of counteroffer C. holding that a conditional acceptance can be manifested merely in a partys conduct D. holding that a valid contract requires acceptance of an offer E. holding that written confirmation was not valid acceptance under 22071 where it contained language matching 2207ls expressly conditional proviso

assistant: The best answer is E. holding that written confirmation was not valid acceptance under 22071 where it contained language matching 2207ls expressly conditional proviso
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: S.W.3d at 595; Salazar v. State, 38 S.W.3d 141, 154 (Tex.Crim.App.2001). However, it is not dispositive that the statement is an answer to a question or that it was separated by a period of time from the startling event; these are simply factors to consider in determining whether the statement is admissible under the excited utterance hearsay exception. Zuliani, 97 S.W.3d at 596. The critical determination is “whether the declarant was still dominated by the emotions, excitement, fear, or pain of the event” at the time of the statement. Zuliani, 97 S.W.3d at 596. Stated differently, a reviewing court must determine whether the statement was made “under such circumstances as would reasonably show that it resulted from impulse rather than reason a -Houston [14th Dist.] 2003, pet. ref'd) (<HOLDING>); see also Reyes v. State, 48 S.W.3d 917, 920 Options: A. holding that statements made while the declarant was in pain crying bleeding and having trouble breathing were properly admissible as excited utterances B. holding that the statements of a scared to death declarant whispering help me to police officers twenty hours after being assaulted were excited utterances C. holding statements qualified as excited utterances where declarant was scared and tired and her statements were in response to questions twenty hours after the event D. holding that the statements of a recently assaulted very upset and crying assault victim were excited utterances E. holding that the determination of whether statements are excited utterances is within the trial courts discretion and its ruling will be reversed only for an abuse of that discretion

assistant: The best answer is D. holding that the statements of a recently assaulted very upset and crying assault victim were excited utterances
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: except for users residing in the eu or european economic area , who may bring claims in their country of residence in accordance with applicable law , all claims arising out of or relating to this agreement or the services will be litigated exclusively in the federal or state courts of dallas county , texas , u.s.a. , and you and tinder consent to personal jurisdiction in those courts .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party will maintain insurance during the Term of this Agreement and for a period of at least two (2) years thereafter with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of this Agreement, and for its obligations under this Agreement. Each Party will provide the other Party with evidence of the existence and maintenance of such insurance coverage at the other Party’s written request.

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: Each Loan Party will comply with all Applicable Laws and the orders of any Governmental Authority except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, each Loan Party shall: (a) conduct its operations and keep and maintain its Real Estate in compliance with all Environmental Laws; and (b) implement any and all investigation, remediation, removal and response actions that are necessary to comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate. The Loan Parties shall (a) notify the Administrative Agent promptly after such Person becomes aware of any violation of or non-compliance with any Environmental Laws or any Release on, at, in, under, above, to, from or about any Real Estate that could reasonably be expected to result in a Material Adverse Effect; and (b) promptly forward to Administrative Agent a copy of any order, notice, request for information or any communication or report received by such Person in connection with any such violation or Release or any other matter that could reasonably be expected to result in a Material Adverse Effect, in each case whether or not any Governmental Authority has taken or threatened any action in connection with any such violation, Release or other matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All distributions under the Plan are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other benefits under the Plan to a Participant are conditioned on satisfaction of the applicable withholding requirements. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of Shares which the Participant already owns, or through the surrender of Shares to which the Participant is otherwise entitled under the Plan.

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: accumulated from the knowledge of various individuals, but the proscribed intent (willfulness) depended on the wrongful intent of specific employees.” Saba v. Compagnie Nationale Air France, 78 F.3d 664, 670 n.6 (D.C.Cir.1996) (finding that “[ijndividual acts of negligence on the part of employees — without 34 more — cannot ... be combined to create a wrongful corporate intent.”) ; see also United States v. LBS Bank-NewYork, Inc., 757 F.Supp. 496, 501 n. 7 (E.D.Pa.1990) (“although knowledge possessed by employees is aggregated so that a corporate defendant is considered to have acquired the collective knowledge of its employees, specific intent cannot be aggregated similarly”) (citations omitted); First Equity Corp. v. Standard & Poor’s Corp., 690 F.Supp. 256, 259-260 (S.D.N.Y.1988) (<HOLDING>). At the same time, the courts, including our Options: A. holding that claims of corporation vest in corporation B. holding that the knowledge requisite to knowing violation of a statute is factual knowledge as distinguished from knowledge of the law C. holding that individuals assumption of the role of president of the corporation and her authority to sign documents on behalf of the corporation demonstrate that she had the requisite control over the corporation for purposes of finding individual liability under section 5a D. holding that corporation cannot be deemed to have the requisite intent by mere inconsistences in knowledge of various employees E. recognizing as a matter of federal law that an action to redress injuries to a corporation cannot be maintained by a shareholder in his own name but must be brought in the name of the corporation

assistant: The best answer is D. holding that corporation cannot be deemed to have the requisite intent by mere inconsistences in knowledge of various employees
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 as to the subject matter hereof and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. Each party acknowledges that an original signature or a copy thereof transmitted by facsimile or by .pdf shall constitute an original signature for purposes of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date of this Agreement, there is no Action pending or, to the knowledge of such Seller, threatened against such Seller that would be reasonably expected to impair in any material respect the ability of such Seller to perform its obligations under this Agreement or prevent or materially delay the consummation of the Sale by such Seller.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the owner’s property, the owner does not thereby lose its superior right to possession of the property upon recovery of it following the crime. Though Helfman’s conduct may have been objectionable, inappropriate, negligent, or even grossly negligent, under the plain and common meaning of article 47.01a, the State does not S.W.2d 783, 788 (Tex.App.-Fort Worth 1998, no pet.) (stating that a buyer who tenders part payment and takes possession of a vehicle becomes the owner of that vehicle within the meaning of an insurance policy covering the vehicle); Lockwood Nat’l Bank v. T.W. Jennings, 381 S.W.2d 682, 683 (Tex.Civ.App.-Houston 1964, writ ref'd n.r.e.) (same holding as Glasscock); Credit Ins. Corp. v. Pacific Fin. Corp., 329 S.W.2d 945, 946 (Tex.Civ.App.-Waco 1959, writ ref'd) (<HOLDING>). 5 . Because Universal seeks the same relief Options: A. holding that the lien bond releases the property from the lien but the lien is then secured by the bond B. holding that one finance company did not perfect its lien in the mobile home in question and that second finance company which financed purchase of the home by a bona fide purchaser for value did perfect its lien C. holding that creditor who did not timely perfect lien in mobile home after refinancing loan notentitled to subrogation even though delay resulted from prior pmsi holders delay in releasing lien D. holding that the refiling of a tax lien during bankruptcy proceedings did not create perfect or enforce a lien in violation of the 362a4 E. holding that a bona fide purchaser may be considered in privity with its predecessor

assistant: The best answer is B. holding that one finance company did not perfect its lien in the mobile home in question and that second finance company which financed purchase of the home by a bona fide purchaser for value did perfect its lien
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: Hadasit shall promptly provide the Company with written notice of the receipt of any claim, suit, demand or notice with respect thereto. Hadasit shall allow the [ * ] to assume the defense of any such Claim, including the right to select counsel of its choosing and the right to compromise or settle any loss. The Indemnitee shall be entitled, at its discretion, to engage separate legal counsel to represent such Indemnitee with respect to any such claim or action, at its sole expense. If the [ * ] is required to defend any Claim, [ * ] shall, and shall cause the applicable Indemnitee to, at the [ * ] expense, cooperate fully in the defense thereof and furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the [ * ] in connection therewith. In no event shall [ * ] compromise, settle or otherwise admit any liability with respect to any Claim subject to indemnification under this Agreement without the prior written consent of the [ * ] .

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: Each Party understand and agree that each Party will be solely responsible for all expenses incurred by them respectively or on their behalf, including but not limited to their respective attorneys’ fees, costs, and disbursements pertaining to any and all matters.

assistant: Costs
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: it takes a case to make its way to the Courts of Appeals, in the majority of the cases cited above the sale closings had already taken place, this distinction is not determinative. In those cases, the courts were not asked to draw a distinction between sales before closings and sales after closing. The critical step is approval by the bankruptcy court, not closing. See, e.g., In re Stadium Management Corp., 895 F.2d at 849; In re Vetter Corp., 724 F.2d at 55-56. Debtor has provided no case law which supports the proposition that appeal of an order authorizing a sale is not moot after approval of the sale but before closing. To the contrary, the courts that have examined this issue have held that the appeal is moot even before closing. See In re Southwest Products, Inc., 144 B.R. at 105 (<HOLDING>); see also In re Exennium, Inc., 715 F.2d 1401, Options: A. holding appeal moot on this basis B. holding that the fact that the sale may not be fully consummated does not prevent a determination that the appeal is moot because section 363m does not require the purchaser to take irreversible steps consummating the sale before the absence of a stay will render an appeal moot C. holding that action challenging united states forest services approval of a timber sale became moot when challenged sale was halted as a result of an administrative appeal D. holding that subsequent to a judicial sale the report of the sale must be made to and ratified by the court before a deed for the property is given by the trustee to the purchaser E. holding that payment does not moot a confirmation request

assistant: The best answer is B. holding that the fact that the sale may not be fully consummated does not prevent a determination that the appeal is moot because section 363m does not require the purchaser to take irreversible steps consummating the sale before the absence of a stay will render an appeal moot
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 and interpreted in accordance with the laws of the State of Nevada, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Nevada.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices shall be in writing and shall be deemed to have been properly given on the earlier of (i) when delivered in person, (ii) when deposited in the United States Mail, with adequate postage, and sent by registered or certified mail with return receipt requested, to the appropriate party at the address set out below, (iii) when deposited with Federal Express, Express Mail or other overnight delivery service for next day delivery, addressed to the appropriate party at the address set out below, (iv) when transmitted by facsimile to the facsimile number for each party set forth below, or (v) when transmitted by electronic mail to the Email address for each party set forth below.

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: This Agreement will be binding upon your heirs and personal and legal representatives, and the successors and assigns of the Company Group. This Agreement and the rights and obligations hereunder may not be assigned by you, but are assignable by us.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employee agrees that he will keep the terms of this Agreement confidential and will not disclose such terms and contents of this Agreement or any discussions between the Employee and Company related to the Agreement or the circumstances surrounding the Employee’s separation from employment with Company, except as required by law, or for tax, accounting or financial purposes. However, the Employee understands that he may discuss this Agreement with his attorney and spouse. If a disclosure by the Employee is required for an appropriate tax or accounting purpose or to the Employee’s spouse, the Employee will communicate the confidentiality provisions of this Agreement to any person to whom such disclosure is made, and any further disclosure by such person to any individual or entity shall be deemed a disclosure by the Employee in violation of this Agreement. Nothing in this section is intended to or shall prohibit the Employee from: (i) providing truthful testimony compelled by applicable law or legal process; or (ii) cooperating fully and truthfully with any government authority conducting an investigation into any potential violation of any law or regulation.

assistant: Confidentiality
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: Commencing on the Effective Date and continuing through the duration of the Term, the Company hereby agrees to pay to Executive an annualized base salary of Two Hundred Seventy Five Thousand Dollars ($275,000) (the “ Salary ”) payable in equal installments on the Company’s regularly-scheduled paydays as it is earned, subject to all applicable federal, state and local income and employment taxes and other required or elected withholdings and deductions. Executive’s Salary will be reviewed annually by the compensation committee (the “ Compensation Committee ”) of the Board, or the full Board, commencing in January 2017, taking into account the performance of Executive, the performance of the Company and other information deemed appropriate by the Compensation Committee, and may be adjusted by the Compensation Committee or the Board in their sole discretion (in which case such new amount shall be the “Salary” hereunder).

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 case excerpt and choose the best holding from the options. Case excerpt: and commercial” law that does not “more than incidentally impact lending operations,” pursuant to 12 C.F.R. § 560.2(c)(1). The breach of contract claim, as opposed to the statutory claims asserted under NYRPL § 249-a or NYRPAPL § 1921, does not seek to impose specific substantive requirements upon the operations of defendants, apart from compliance with specific contractual obligations. It cannot be fairly said that the common law claim for breach of contract, which merely seeks to make defendants live up to the word of their agreements they sign with their customers, “more than incidentally affects” lending operations. The claim is therefore not preempted, pursuant to 12 C.F.R. § 560.2(c)(1). See, e.g., Davis v. Chase Bank U.S.A., N.A, 650 F.Supp.2d 1073, 1086 (C.D.Cal.2009) (<HOLDING>) (emphasis in original); see also Nava v. Options: A. holding breach of contract claim not preempted noting that such a claim would have at most an incidental effect on the exercise of chases lending powers such a claim does not seek to force chase to set its contracts in a certain way but rather merely to adhere to the contracts it does create B. holding that at will contracts of employment are subject to tortious interference with contracts claims C. holding that a breach of contract claim was properly dismissed where plaintiff did not identify the contracts allegedly breached D. holding that an incidental beneficiary does not have standing to sue for breach of a contract E. holding that if 506 does not apply to an allowed claim such claim cannot become a secured claim

assistant: The best answer is A. holding breach of contract claim not preempted noting that such a claim would have at most an incidental effect on the exercise of chases lending powers such a claim does not seek to force chase to set its contracts in a certain way but rather merely to adhere to the contracts it does create