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: This Agreement, the JV Agreement, the other Related Agreements and the documents referred to herein or therein, or delivered pursuant hereto or thereto, contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof and thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All rent under this Sub-Sublease shall be paid without deduction or setoff of any kind, except as otherwise provided in this Sub-Sublease, the Lease or the Sublease, at the address of Sub-Sublandlord set forth above or to such other address as Sub-Sublandlord may designate in writing to Sub-Subtenant. Rent for any partial calendar month shall be prorated based on a thirty-day month.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the trial court’s order granting Schultheis’ land use appeal and remanding the matter to the Board. Specifically, the Board argues that it correctly denied Schultheis’ Preliminary Plan application, pointing out that the application did not comport with the SLD Ordinance, that the application was incomplete and that critical data was not submitted timely. Further, the Board contends that these deficiencies were not minor technicalities but, rather, were substantive defects. The Board also argues that it acted in good faith in denying Schultheis’ Preliminary Plan because the Township provided Schultheis with notice of the defects five months prior to the filing of his Preliminary Plan, and seven months prior to the Board’s rejection of the Preliminary Plan; yet, .2d 814 (Pa.Cmwlth.1997) (<HOLDING>); Housing Authority of City of York v. Ismond, Options: A. holding that a rehearing order is interlocutory and not appealable B. holding that an order was interlocutory in nature despite the trial courts certification of the order as a final appealable judgment C. holding that portion of interlocutory order requiring a new hearing rather than basing decision on the proceedings before the hearing officer was appealable but that the employees due process claims regarding reinstatement and back pay could be addressed on appeal from a final order D. holding order granting a new trial is not a final appealable order because it does not terminate the action or any of the claims or parties in the action E. holding that this court had jurisdiction over an appeal from a trial court order which remanded the case so that a new hearing examiner could be appointed and a new hearing conducted where the appellant raised the issue of commingling of prosecutorial and adjudicative functions during the original hearing

assistant: The best answer is C. holding that portion of interlocutory order requiring a new hearing rather than basing decision on the proceedings before the hearing officer was appealable but that the employees due process claims regarding reinstatement and back pay could be addressed on appeal from a final order
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: have changed the jury’s decision to impose a death sentence. See Gissendaner, 272 Ga. at 713-714 (10) (b) (reviewing alleged impropriety that was not objected to at trial solely for the purpose of determining if a death sentence was imposed under the influence of passion, prejudice, or any other arbitrary factor in violation of OCGA § 17-10-35 (c) (D). 9. In addition to his claim above regarding unsworn and allegedly false testimony, Martin argues that the trial court erred by permitting victim impact testimony that was improper in other ways. Because Martin failed to both raise objections and obtain rulings on them regarding any of the allegedly objectionable statements, he has forfeited his right to appeal under ordinary appellate review standards. See Smith, 287 Ga. at 30 (3) (<HOLDING>). Furthermore, we conclude under the “plain Options: A. holding that appellants failure to obtain a ruling at the trial level even on a constitutional issue precluded review on appeal B. holding that the supreme court will not address an argument on appeal if a party has failed to obtain a ruling below C. holding that a party may not raise a claim on appeal that was not presented to the trial court D. holding that a party must obtain a distinct ruling on an issue in order to raise it on appeal E. holding that a party may not raise an issue for the first time on appeal

assistant: The best answer is D. holding that a party must obtain a distinct ruling on an issue in order to raise it on appeal
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 provisions of this Plan shall bind and inure to the benefit of Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of Company, and successors of any such corporation or other business entity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: from one or more conditions imposed on a conditional use should be relevant to the nature of the deviation from the ordinance. The burden of proof required to sustain a use variance not only is too onerous for a conditional-use variance; in addition, its focus is misplaced. The use-variance proofs attempt to justify the board of adjustment’s grant of permission for a use that the municipality has prohibited. Proofs to support a conditional-use variance need only justify the municipality’s continued permission for a use notwithstanding a deviation from one or more conditions of the ordinance. Ill The course of judicial development of variance standards reflects the need for criteria that are appropriate for specific types of variances. See Sica, supra, 127 N.J. at 155, 603 A.2d 30 (<HOLDING>); Burbridge v. Mine Hill Township, 117 N.J. Options: A. holding evidence which established that use of property was permissive showed use of property was not adverse B. holding that armed robbery cannot be enhanced under section 7750871 florida statutes 1981 because under the robbery statute it is already an enhanced charge due to the use or display of a weapon C. holding that use of unimproved land in a general state of nature is presumably permissive if there has been no actual deprivation of any beneficial use to the owner D. holding that enhanced standard of proofs for use variances does not apply where use is inherently beneficial E. holding that continued possession and unrestricted use constitutes regular use

assistant: The best answer is D. holding that enhanced standard of proofs for use variances does not apply where use is inherently beneficial
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 Secured Indebtedness which may be owing hereunder at any time by Mortgagor shall be payable at the place designated in the Loan Agreement (or if no such designation is made, at the address of Administrative Agent indicated at the end of this Mortgage). Mortgagor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the non‑exclusive jurisdiction of any state court, or any United States federal court, sitting in New York County, Rockland County or Westchester County, New York, and to the non‑exclusive jurisdiction of any state court or any United States federal court sitting in the state in which any of the Property is located, over any suit, action or proceeding arising out of or relating to this Mortgage or the Secured Indebtedness. Mortgagor hereby irrevocably waives, to the fullest extent permitted by law, any objection that Mortgagor may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Mortgagor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court in which the Property is located, or any United States federal court, sitting in the state in which the Secured Indebtedness is payable may be made by certified or registered mail, return receipt requested, directed to Mortgagor at its address stated at the end of this Mortgage, or at a subsequent address of Mortgagor of which Administrative Agent received actual notice from Mortgagor in accordance with this Mortgage, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Administrative Agent to serve process in any manner permitted by law or limit the right of Administrative Agent to bring proceedings against Mortgagor in any other court or jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW, MORTGAGOR, ADMINISTRATIVE AGENT AND THE LENDER PARTIES EACH WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT.

assistant: Waiver Of Jury Trials
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: Unless otherwise provided for in an employment or other written agreement between the Grantee and the Company, vesting shall cease upon the date of termination of the Grantee’s continued service with the Company for any reason, including death or Disability. Unless otherwise provided for in an employment or other written agreement between the Grantee and the Company, if the Grantee’s continued service with the Company terminates for any reason prior to the Vest Date, the Units shall be forfeited and no Shares shall be issued with respect to the Units. The foregoing forfeiture provisions set forth in this Agreement as to unvested Units shall also apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the unvested Units in consummation of any Change in Control and such stock or property shall be deemed to be subject to the terms of this Agreement, but only to the extent the unvested Units are at the time covered by such forfeiture provisions.

assistant: Forfeitures
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 each Stock Appreciation Right shall be set by the Committee at the time of grant; provided, however , that no Stock Appreciation Right granted hereunder shall be exercisable after the expiration of ten (10) years from the date it was granted.

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: Unless specifically provided or stated herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter; provided, however , that this Agreement shall not effect the terms and conditions of the cash awards granted pursuant the PICP. Without limiting the generality of the foregoing, the parties specifically acknowledge that this Agreement supersedes any agreements the Executive had with the Company and any of its affiliates or predecessors relating to the subject matter hereof (including, without limitation, the Employment Agreement, dated as of August 1, 2014, by and between Performance Technologies, LLC and the Executive). The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: paraphernalia associated with the Blotar, whereas TDCJ allows other faiths to store religious items in the chapel. The TDCJ determined that the Odinist volunteer must bring and take away the Blotar items with each visit. We do not see this claim as distinct from Mayfield’s claim to hold religious meetings without a volunteer present. The absence of the Blotar items in the chapel does not impose a distinct burden on May-field’s religious practice unless the Odinists can meet without a volunteer. Until the TDCJ's denial of group meetings is deemed unlawful, a decision that we do not make here, the TDCJ’s decision not to store the Blotar items in the prison chapel need not be evaluated separately. 10 . A panel of this court recently reached a similar holding in Baranowski, 486 F.3d at 125 (<HOLDING>). 11 . In Longoria v. Dretke, 507 F.3d 898 (5th Options: A. holding that delays of 115 days and 101 days were both substantial B. holding that court lost jurisdiction to impose restitution payments where it attempted to add that condition more than 60 days after the original sentence was imposed C. holding that the tdcjs volunteer requirement did not impose a substantial lourden on jewish inmates who wanted to meet on more sabbath and jewish holy days than their volunteer could attend D. holding that the court erred in failing to inform the defendant that it could impose restitution but that the error did not affect the defendants substantial rights because the court informed the defendant that it could impose a maximum fine of an amount higher than the restitution amount imposed E. holding that operation of a facility to enable observant individuals to visit the sick on the sabbath and holidays as well as the other individual plaintiffs sic obligations to observe the sabbath while being able to visit their family members at a nearby hospital implicates their religious exercise

assistant: The best answer is C. holding that the tdcjs volunteer requirement did not impose a substantial lourden on jewish inmates who wanted to meet on more sabbath and jewish holy days than their volunteer could attend
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 Indemnified Person will not be entitled to indemnification in respect of any Loss to the extent that this Agreement or the Schedules describe facts or events which make it reasonable to understand that an exception to the representation or warranty which gave rise to the claim is made in this Agreement or in the Schedules.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: set to work corroborating” his story, id., and found substantial corroborating evidence in methamphetamine ingredient purchase logs, police records, and “silent observer” tips. Id. at 385. Similarly, in Williams, not only was the informant named; officers “corroborated the information [the informant] provided through multiple sources, including [two cooperating witnesses], who correctly identified [defendant’s] block.” 544 F.3d at 690. Also, the investigating officer’s “own observations outside [defendant’s] residence substantiated [the informant’s] statements.” Id. Indeed, all our named informant cases share this common thread — affidavits containing an informant’s name plus other indicia of reliability. See, e.g., United States v. Kinison, 710 F.3d 678, 683 (6th Cir.2013) (<HOLDING>); United States v. Combs, 369 F.3d 925, 938 Options: A. holding that informants identity should not be revealed where informant witnessed unrelated crime and reported it to the police who then only used the information to create probable cause for a search warrant B. holding corroborating evidence sufficient that officer drove informant to defendants house saw defendant admit informant and saw informant come out with drugs and defendants voice was identified on audio tape of transaction C. holding that dea agents may enter moments after or at the same time as the informant exited because they were immediately summoned by the informant D. holding that a totality of circumstances standard was proper for determining probable cause for issuance of a search warrant based on information from an informant E. holding probable cause existed based on informants credibility as a named informant along with her decidedly intimate relationship with the suspect as revealed in a textmessage log provided by the informant emphasis added

assistant: The best answer is E. holding probable cause existed based on informants credibility as a named informant along with her decidedly intimate relationship with the suspect as revealed in a textmessage log provided by the informant emphasis added
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 or the Investor may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered by any other party pursuant hereto, or (iii) waive compliance with any of the agreements of any other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party that is giving the waiver. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any third Person are necessary for the execution, delivery or performance by any Loan Party of the Loan Documents or for the validity or enforceability thereof, except for the recording and filing of the Security Instruments as required by this Agreement.

assistant: Approvals
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 being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company may be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

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 case excerpt and choose the best holding from the options. Case excerpt: focused mission statement. And, given the holding in Agostini, a court should not presume that state sponsored religious indoctrination or a symbolic union between the church and state occurs by virtue of the payments made to parents under the program because it is the parents who choose religion, not the State. Agostini, 117 S.Ct. at 2010. That is not to say that there may not be certain participating schools that are so infused with religious messages that even attendance at a mathematics class would constitute religious instruction, but this record is insufficient to determine how the instructions in secular classes are conducted. Furthermore, individual challenges to the constitutionality of the statute are not before this court. See Tilton v. Richardson, 403 U.S. 672, 682 (1971) (<HOLDING>). The majority concludes that the benefit Options: A. holding that in deciding on a facial constitutional challenge it is improper to consider only limited hypothetical applications B. recognizing that the district court is not limited to only convictions when deciding whether to depart it may consider uncharged misconduct provided that there is sufficient proof of the misconduct C. recognizing that courts should exercise judicial restraint in a facial challenge D. holding that exhaustion of arbitration procedure is not necessary before the district court could consider a facial constitutional challenge E. recognizing that categorical constitutional challenge was fundamentally similar to asapplied constitutional challenge initially raised on appeal

assistant: The best answer is A. holding that in deciding on a facial constitutional challenge it is improper to consider only limited hypothetical applications
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 original judgment awarded $7,350,000 (200 times $35,000) in indemnity, the amended judgment awards $7,595,000 (217 times $35,000). The difference in the amounts, as the trial court explained, was due to its error in counting the severed plaintiffs twice in determining the number of plaintiffs for whom indemnification was owed. (The severed plaintiffs were those who had died during the litigation. As to these plaintiffs, a determination had to be made regarding their legal successors' entitlement to be paid the settlement awards.) The amended judgment also corrects the calculation of the penalty award. Although the parties have not assigned as error the trial court's amendment of the judgment, we note that whether this type of correction . 4 Cir. 6/10/09), 715 So.2d 574, 576 (<HOLDING>)) 16 .Tate & Lyle argues that procedurally, Options: A. holding that a waiver argument was not available because the dispute is over the amount of coverage and not a policy defense that could be waived B. holding that the appellant waived this argument C. holding that argument raised at oral argument that was not included in brief is waived D. holding that where the government does not argue in its brief and did not contend at oral argument that the defendant waived certain issues by not objecting to them at trial then the government waived waiver as a defense E. holding that policy limits are not a defense to coverage and that policy limits define the amount of coverage

assistant: The best answer is A. holding that a waiver argument was not available because the dispute is over the amount of coverage and not a policy defense that could be waived
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: by the state. Appellant moves to quash the circuit court’s orders stating that he has complied with all pleading requirements to obtain a transcript. Florida Rule of Appellate Procedure 9.140(b) allows for this appeal from the revocation of probation and imposition of sentence. Appellant states that the fact that he entered a plea does not preclude him from pursuing his direct appeal with a record on appeal. See State v. Trowell, 739 So.2d 77 (Fla.1999); Ford v. State, 575 So.2d 1335 (Fla. 1st DCA 1991). The state takes no position on appellant’s motion. In a direct criminal appeal, an indigent is entitled to have all proceedings transcribed at public expense that are necessary to support the appellant’s claims. See Griffin v. Illinois, 351 U.S. 12, 76 S.Ct. 585, 100 L.Ed. 891 (1956) (<HOLDING>). A trial court cannot withhold transcripts Options: A. holding that the state law violated equal protection principles B. holding that lprs are entitled to the protection of the equal protection clause C. holding that state and federal equal protection guarantees provide similar protections D. holding on equal protection grounds that meaningful first appeal requires appointment of counsel for indigent defendants E. holding that as a matter of equal protection the state must provide indigent defendants with the basic tools of an adequate defense or appeal when those tools are available for a price to other defendants

assistant: The best answer is E. holding that as a matter of equal protection the state must provide indigent defendants with the basic tools of an adequate defense or appeal when those tools are available for a price to other defendants
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in a proper case, it is within the trial judge’s discretion to grant such relief. We are not convinced, however, that the two lines of authority may not be reconciled on the basis of differences in local procedure or the types of interests threatened.... Grimm, supra, 252 Md. at 639, 250 A.2d 866. We, then, are tasked with addressing the “local procedures or the types of interests” that make a circumstance unusual and compelling so as to warrant issuing a declaratory judgment when an action involving similar issues is pending before another court. Id. When a litigant initiates a declaratory judgment under such circumstance, the trial court generally does not abuse its discretion by refusing to issue a declaration. Sprenger v. Pub. Serv. Comm’s of Md., 400 Md. 1, 33, 926 A.2d 238 (2007) (<HOLDING>); accord Popham, supra, 333 Md. at 140 n. 2, Options: A. holding that trial judge is legally correct in dismissing declaratory action when two actions are substantially the same issues were identical and the identical action was still pending B. holding that an identical or nearly identical limitation of liability clause was valid and enforceable under georgia law C. holding same under virtually identical circumstances D. recognizing that the two statutes are nearly identical E. holding that the standard was met when two actions were related to the same assets and were based upon almost identical breaches of fiduciary duty

assistant: The best answer is A. holding that trial judge is legally correct in dismissing declaratory action when two actions are substantially the same issues were identical and the identical action was still pending
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: .1; so, I'm using that value here. So, you have 7.5 divided by .1. The square root of that is 8.66, multiplied by a speed of, say, 45 constant. And now you have to convert that to feet per second, which is 1.467 to change it to feet per second. Now multiply it by the empirical number there, .458 equals 262 feet. So if you were to do it normally at 45, you’d have traveled down the road about 262 feet. 5 . See, e.g., Carpenter v. State, 979 S.W.2d 633, 634 (Tex.Crim.App.1998) ("Exposing a witness’ motivation to testify for or against the accused or the State is a proper and important purpose of cross-examination.”); Koehler v. State, 679 S.W.2d 6, 9 (Tex.Crim.App.1984) ("Thus, 323760, at *2 (Tex.App.-Houston [14th Dist.] Feb. 7, 2008, no pet.) (mem. op., not designated for publication) (<HOLDING>), with Delaware v. Van Arsdall, 475 U.S. 673, Options: A. holding that hearsay objection does not preserve a confrontation clause challenge B. holding appellate court erred in reversing conviction on confrontation clause grounds because appellant did not clearly articulate to trial court that confrontation clause demanded admission of evidence in question C. holding that a proffer of evidence to established a witnesss bias and motive to lie did not preserve a confrontation clause argument because a defendant must specifically articulate that the confrontation clause demands admission of proffered evidence to preserve error on this ground D. holding that a defendant forfeited his confrontation clause claim by failing to properly preserve it at trial E. holding that hearsay argument for admission of evidence did not preserve confrontation clause challenge on appeal argument could have referred either to rules of evidence or confrontation clause but failed to identify confrontation clause as basis and thus did not put trial court on notice of issue

assistant: The best answer is C. holding that a proffer of evidence to established a witnesss bias and motive to lie did not preserve a confrontation clause argument because a defendant must specifically articulate that the confrontation clause demands admission of proffered evidence to preserve error on this ground
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, this Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein and, upon the Effective Date, it supersedes all other prior agreements and understandings, both written and oral, express or implied, with respect to the subject matter of this Agreement, including the employment agreement, dated March 15, 2013 between ANB and the Executive, and the amendment thereto dated November 19, 2013. It is further specifically agreed and acknowledged that, except as provided herein, the Executive shall not be entitled to severance payments or benefits under any severance or similar plan, program, arrangement or agreement of the Company for any cessation of employment occurring while this Agreement is in effect.

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 October 31, 2017, the Company, on a consolidated basis, had an authorized capitalization as (and to the extent) set forth in the Preliminary Offering Memorandum and the Offering Memorandum in the “Actual” column of the table under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to employee or director stock option, stock purchase or other equity incentive plans or upon the exercise of options issued under such plans). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable None of the outstanding shares of capital stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company or any other person.

assistant: Capitalization
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 any required action by the stockholders of the Company, the number of shares of Common Stock which have been authorized for issuance under the Plan (including the maximum Share amounts with respect to any Award), the number of Shares covered by each outstanding Award and/or the price per Share covered by each such outstanding Award, shall be proportionately adjusted for any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination or other change in the corporate structure of the Company affecting the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

assistant: Adjustments
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: Sappington, 512 F.3d at 448 (noting Rule 702’s liberalization of expert testimony admission standard). Then in Kumho Tire Co. v. Carmichael, the Court expressly extended its Daubert reasoning to all expert testimony, not simply that which was considered “scientific.” 526 U.S. 137, 147, 119 S.Ct. 1167, 143 L.Ed.2d 238 (1999). Interestingly, the liberalization of the standard for admission of expert testimony creates an intriguing juxtaposition with our oft-repeated abuse-of-discretion standard of review. While we adhere to this discretionary standard for review of the district court’s Rule 702 gatekeeping deeision, cases are legion that, correctly, under Daubert, call for the liberal admission of expert testimony. See, e.g., United States v. Finch, 630 F.3d 1057, 1062 (8th Cir.2011) (<HOLDING>); Robinson v. GEI-CO Gen. Ins. Co., 447 F.3d Options: A. holding that federal evidentiary rules control on questions of admissibility of expert medical witness testimony even in diversity cases B. recognizing that it is the proponents burden to demonstrate the admissibility of expert scientific testimony C. holding that the burden of laying the proper foundation for the admission of the expert testimony is on the party offering the expert and admissibility must be shown by a preponderance of the evidence D. holding that the admissibility of expert testimony was governed by state law E. holding that we resolve doubts about the usefulness of expert testimony in favor of admissibility

assistant: The best answer is E. holding that we resolve doubts about the usefulness of expert testimony in favor of admissibility
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 2018-3 Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

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 case excerpt and choose the best holding from the options. Case excerpt: test. See Chambers, 883 S.W.2d at 656. And it is that balancing test that controls the outcome of this case. This test weighs the need to immediately apprehend the suspect against the risk posed to the public by continuing the pursuit. See id. On the need side of the ledger, courts consider “the urgency of the circumstances requiring police intervention.” Wadewitz, 951 S.W.2d at 467. Courts evaluate the urgency of the circumstances by considering “factors such as the seriousness of the crime or accident to which the officer responds, whether the officer’s immediate presence is necessary to prevent injury or loss of life or to apprehend a suspect, and what alternative courses of action, if any, are available to achieve a comparable result.” Id.; see also Clark, 38 S.W.3d at 582 (<HOLDING>). On the risk side of the ledger, courts Options: A. holding that rule 4k2 does apply to admiralty cases B. recognizing same factors C. holding wadewitz factors apply to police pursuit cases D. holding that the exception does not apply to osha inspection cases E. holding that alleyne does not apply to cases on collateral review

assistant: The best answer is C. holding wadewitz factors apply to police pursuit cases
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: Eleventh Amendment immunity). Although some of the lyrics are different this time, the tune is essentially the same and still does not ring true. As was noted in Bell Atlantic-Delaware, cases such as this are in the nature of an appeal from an agency decision, and it is “odd indeed for an administrative agency to assert immunity from judicial review of its decisions.” Id. at 228 (footnote omitted). More to the point, however, both this court and the Third Circuit have made it abundantly clear that, because the State of Delaware has chosen to participate through the PSC in the federal regulatory scheme established by the Act, the decisions rendered by the PSC in exercising that Congressionally delegated power are subject to review in federal court. MCI Telecomm. Corp., 271 F.3d at 510 (<HOLDING>); Bell Atlantic-Delaware, 80 F.Supp.2d at 233 Options: A. holding that a states consent to suit in federal court must be unequivocally expressed B. holding that the statute must specify the states intention to subject itself to suit in federal court in order to constitute a waiver C. holding that the opportunity for the states to exercise federal power by having a continued role in regulating local telecommunications came with a condition attached the submission to suit in federal court D. recognizing a distinction between the power of a federal court to hear statelaw claims and the discretionary exercise of that power E. holding states in exercising the federal trust power over indian tribes pursuant to a federal statute authorizing them to do so may enact legislation that would be an otherwise unconstitutional exercise of state power

assistant: The best answer is C. holding that the opportunity for the states to exercise federal power by having a continued role in regulating local telecommunications came with a condition attached the submission to suit in federal court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive agrees and covenants that she will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

assistant: Non-Disparagement
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 393 U.S. 218 89 S.Ct. 440 21 L.Ed.2d 389 Carmine Vincent PALMIERI, petitioner,v.State of FLORIDA. No. 131. Supreme Court of the United States December 9, 1968 Rehearing Denied Jan. 13, 1969. See 393 U.S. 1045, 89 S.Ct. 611. Phillip Goldman, Miami, Fla., for petitioner. Harold Mendelow, Tallahassee, Fla., for respondent. On writ of Certiorari to the Supreme Court of Florida. PER CURIAM. 1 The petitioner was convicted of robbery in the Criminal Court of Dade County, Florida, and the judgment of conviction was affirmed by the District Court of Appeal, 189 So.2d 512, and the Supreme Court of Florida, 198 So.2d 633. We granted certiorari because the case appeared to present a substantial constitutional question concerning the admissibility at trial of 'lineup' identifications made after the petitioner was arrested without probable cause for the sole purpose of gathering evidence against him. 391 U.S. 934, 88 S.Ct. 1850, 20 L.Ed.2d 853. However, upon the complete review of the record that has now become possible, and in the light of oral argument by able and conscientious counsel, it has become evident that the legality of the petitioner's arrest was not at issue in the Florida appellate courts, and is not challenged here. Accordingly, the writ is dismissed as improvidently granted. It is so ordered.

assistant: 9
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: we will create your account by extracting from your google , ptc , facebook , or other pre-existing third-party account certain personal information ( such as your email address ) that your privacy settings on the applicable account permit us to access .

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: v. Farmville Mfg. Co., 705 F.2d 1307, 1307 (11th Cir.1983) (per curiam). The district court’s denial of the Rule 59(e) motion based on a miscom-prehension of the law was an abuse of discretion. United States v. Merrill, 513 F.3d 1293, 1301 (11th Cir.2008). However, we affirm the denial on the merits. See Parks v. City of Warner Robins, 43 F.3d 609, 613 (11th Cir.1995) (“[W]e may affirm the district court’s decision on any adequate ground, even if it is other than the one on which the court actually relied.”). The appellants here simply failed to litigate the agency or instrumentality issue when they had notice of the proceedings. They then attempted to use the Rule 59(e) motion to reopen litigation, an improper basis for moving under Rule 59(e). Michael Linet, Inc., 408 F.3d at 763 (<HOLDING>). We thus affirm the denial of the motion. The Options: A. holding that an appeal from a denial of a rule 59e motion should have been construed as seeking review of the underlying judgment B. holding that a party may not use a rule 60b motion as an occasion to relitigate its case C. holding that an argument raised for the first time in a rule 59e motion is waived on appeal D. holding that rule 59e applies to a motion to reconsider E. holding that a party cannot use a rule 59e motion to relitigate old matters raise argument or present evidence that could have been raised prior to the entry of judgment

assistant: The best answer is E. holding that a party cannot use a rule 59e motion to relitigate old matters raise argument or present evidence that could have been raised prior to the entry of judgment
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: Following a Change in Control that occurs before the Award becomes fully vested, you will become fully vested in the unvested portion of the Award upon the occurrence of either of the following events, provided such event occurs no later than twenty-four (24) months following the Change in Control (to the extent the Award has not otherwise become fully vested prior to such event): (i) you experience a Termination of Employment by Tyson without Cause or (ii) you resign from your employment on account of Good Reason. The Award will be settled in the same form of consideration received by shareholders of Tyson Foods, Inc.’s Class A common stock in connection with the Change in Control transaction, unless the express terms of the documentation establishing the terms of the Change in Control provide otherwise.

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: This Agreement and each of the other Loan Documents executed and delivered by a Loan Party (i) has been duly and validly executed and delivered by each Loan Party party thereto, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its terms, except to the extent enforceability of any such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance.

assistant: Binding Effects