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: The Company may amend the Plan at any time and from time to time. Any amendment, modification, suspension or termination of any part or all of the Plan may be made by the Plan Administrator, except that amendments causing an additional material expense to the Company will require the approval of the Zimmer Biomet Holdings, Inc. Benefits Committee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Third Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Third Amendment by telecopy or other electronic imaging means (including “.pdf”) shall be effective as delivery of a manually executed counterpart of this Third Amendment.

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: under the federal due process standard. See Jackson v. Virginia, 443 U. S. 307, 319 (99 SCt 2781, 61 LE2d 560) (1979). Specifically, he asserts that the in-court identifications of him by Bar 009) (“ £It was for the jury to determine the credibility of the witnesses and to resolve any conflicts or inconsistencies in the evidence.’ ” (citation omitted)). Viewed in the light most favorable to the verdicts, the evidence presented at trial and summarized above was sufficient to authorize a rational jury to find Appellant guilty beyond a reasonable doubt of the crimes for which he was convicted, either directly or as a party to Lavant’s criminal conduct. See Jackson v. Virginia, 443 U. S. at 319; OCGA § 16-2-20 (parties to crime); State v. Jackson, 287 Ga. 646, 652-653 (697 SE2d 757) (2010) (<HOLDING>). Decided September 14, 2015. Douglas P. Smith, Options: A. holding that a defendant may be convicted of felony murder when the death of his accomplice was a reasonably foreseeable result of their commission of a felony B. holding that proof of an agreement to commit a felony is not a necessary element in a conviction for the commission of the felony C. holding error is not harmless when the accused is convicted of firstdegree murder on a general verdict after a trial in which premeditation and felony murder theories are espoused if the felony underlying the felony murder charge is based on a legally unsupportable theory D. holding that reversal of conviction for felony murder was required where jury failed to find the defendant guilty of the underlying felony as essential element of the felony murder offense E. holding that for facilitation of a felony the state must prove the commission of a specified felony and the assistance the accused gave to the person committing the specified felony

assistant: The best answer is A. holding that a defendant may be convicted of felony murder when the death of his accomplice was a reasonably foreseeable result of their commission of a felony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at all pending a decision by [OHA] on [Plaintiffs] appeal[.]”) (emphasis added). Accordingly, Plaintiffs concede there was no basis in fact or law for alleging that the May 5, 2009 e-mail was a valid CDA claim. Finally, the CDA requires that, after receiving a claim, the CO “[will] issue [a] decision in writing, and [will] mail or otherwise furnish a copy of the decision to the contractor. The decision [will] state the reasons for the decision reached, and [will] inform the contractor of [the] rights as provided in this chapter.” 41 U.S.C. § 605(a). The United States Court of Federal Claims has held that whether a final decision has been issued depen valid claim, Plaintiffs alleged CDA violation also must be dismissed. England v. The Swanson Group, 353 F.3d 1375, 1379 (Fed.Cir.2004) (<HOLDING>). III. CONCLUSION. For the reasons discussed Options: A. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim B. holding that the contracting officer effectively made a final decision on the government claim for set off by declining to pay the contractor the balance due on the contract C. holding that when the contracting officer modified the contract to name the contractors bank as payee the contracting officers actions demonstrated an express agreement to pay the bank D. holding that court had jurisdiction over common law counts related to fca claim even though not presented to contracting officer E. holding that the united states court of federal claims does not have jurisdiction over a new claim or a claim of different scope that was not previously presented and certified to the contracting officer for decision

assistant: The best answer is A. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had the burden to prove by a preponderance of the evidence that: (1) “he asked his attorney to appeal within the time allowed for giving notice of an appeal”; (2) “the attorney failed to perfect the appeal”; and (3) “such failure was through no fault of [Conwill’s].” Dickey v. State, 662 So.2d 1106, 1108 (Miss.1995) (emphasis added and citation omitted). The time allowed Conwill for giving notice of an appeal of his burglary conviction was within thirty days of the imposition of his sentence, which occurred on June 25, 2008. See M.R.A.P. 4(a), (e). Before the sentencing order was entered, Conwill announced to the judge that he was not going to pursue an appeal, based on the plea bargain for his aggravated-assault charge. Cf. Andrews v. State, 923 So.2d 239, 240 (¶ 5) (Miss.Ct.App.2006) (<HOLDING>). And consistent with this announcement, no Options: A. holding defendant who voluntarily dismissed his appeal of one conviction based on plea agreement for separate charges was not entitled to outoftime appeal B. holding that issues were not waived on subsequent appeal when initial appeal was dismissed C. holding that a defendant who is allowed to withdraw his plea must either withdraw his plea to all charges or to none when his plea to all charges was part of an agreement with the state D. holding that a defendant who has successfully challenged his plea in one ease should be allowed to withdraw his plea in a second case when both cases were part of one negotiated settlement of his charges E. holding that where a criminal defendant has voluntarily and knowingly entered into a plea agreement in which he or she waives the right to appeal the defendant is not entitled to resentencing in light of booker

assistant: The best answer is A. holding defendant who voluntarily dismissed his appeal of one conviction based on plea agreement for separate charges was not entitled to outoftime 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: All Closings of the transactions contemplated by this Agreement and the Loan Documents shall be deemed to occur on the applicable Closing Date at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During his employment by the Company, Executive shall be entitled to participate in all fringe benefits and perquisites made available to other executives of the Company, such participation to be at levels, and on terms and conditions, that are commensurate with his position and responsibilities at the Company and that are no less favorable than those applying to other executives of the Company at the same level.

assistant: Vacations
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 covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 2.15, Section 2.16, Section 2.17 and Section 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

assistant: Survival
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’s obligations under this Section 2.15 shall survive the resignation or replacement of the Lender or any assignment of rights by, or the replacement of, the Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all obligations under any Loan Document.

assistant: Survival
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: clearly are. While Mr. Lobato made the bribery report at work as well as to the EEOC, as the Garcetti Court noted, speech may be protected even if it was made at the workplace. Garcetti, 547 U.S. at 421, 126 S.Ct. 1951. Thus, the first factor weighs in favor of finding that Mr. Lobato spoke as a citizen rather than as an employee. Further, the Tenth Circuit has repeatedly found that a plaintiff has spoken as a citizen where the employee speaker reported the wrongdoing outside the internal chain of command, turning instead to an independent agency when the plaintiff had no legal duty to report to that agency. Reinhardt, 595 F.3d at 1136-37 (collecting cases); see also Freitag v. Ayers, 468 F.3d 528, 545 (9th Cir.2006); Davis v. McKinney, 518 F.3d 304, 313-14 (5th Cir.2008) (<HOLDING>). Here, Mr. Lobato went outside his employer’s Options: A. holding that a plaintiff did not complain to the eeoc pursuant to official duties but rather as a citizen B. holding that speech was pursuant to official duties because plaintiff conceded at oral argument that as an internal affairs officer he had a broad responsibility to investigate and report police misconduct C. holding that pursuant to garcetti plaintiffs speech made in the course of his official duties was unprotected as a matter of law D. holding that a suit against a state official in his or her official capacity is not a suit against the official but rather is a suit against the officials office E. holding that police may approach citizen and ask that he roll down the window as long as the officers do not detain the citizen or create the impression that the citizen may not leave

assistant: The best answer is A. holding that a plaintiff did not complain to the eeoc pursuant to official duties but rather as a citizen
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: felony convictions are counted separately under the provisions of § 4Al.l(a), (b), or (c). U.S.S.G. § 4B1.2. The government states that the possible ambiguity arises because the second part of this definition refers to “sentences,” rather than “convictions.” At sentencing, the government cited to United States v. Jones, 908 F.2d 365 (8th Cir.1990), where the United States Court of Appeals for the Eighth Circuit found the career offender guideline was ambiguous and could not directly apply when there were unsentenced, but otherwise qualifying prior convictions. The Eighth Circuit, however, concluded it was appropriate to depart upward to sentence the defendant with unsentenced convictions as if he were a career offender. See also United States v. Bassil, 932 F.2d 342, 347 (4th Cir.1991) (<HOLDING>). In its judgment here, the District Court Options: A. holding that the career offender guideline could not directly apply when there was an unsentenced conviction but allowing the district court on remand to consider departing from the guidelines in order to sentence a defendant whose conduct delayed his convictions as if the career offender provision applied B. holding that sentences imposed under the career offender guideline are not eligible for remand under kimbrough and taylor because a sentence under the career offender guideline raises no kimbrough problem C. holding that a defendant whose sentence is based on his status as a career offender under 4b11 is not entitled to 3582c2 relief because amendments 706 and 713 do not lower the applicable guideline range for a career offender D. holding that a district court is entitled to disagree with the career offender guideline E. holding that reduced career offender status was nonetheless based the career offender guidelines

assistant: The best answer is A. holding that the career offender guideline could not directly apply when there was an unsentenced conviction but allowing the district court on remand to consider departing from the guidelines in order to sentence a defendant whose conduct delayed his convictions as if the career offender provision applied
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 number of PSUs provided by the Award, the Date of Grant and the applicable Vesting Period(s) are set forth in the Notice. Subject to the limitations set forth in this Agreement, the Notice and the Plan, the PSU will vest at the end of the applicable Vesting Period(s) provided that all of the following corporate performance objectives are achieved in the fiscal year ended January 31, 2018 (the “ Performance Conditions ”): (1) Company revenue of at least $2.005 billion ; (2) at least a 95% customer satisfaction rate ; (3) one or more customers in production on AWS and five or more customers in production on Workday Prism Analytics ; and (4) a non-GAAP operating profit of 5%.

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: Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement.

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan is amended and restated effective as of December 1, 2018, to clarify the language regarding withholding obligations. The Plan was previously last amended and restated effective November 1, 2009.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of January 31, 2019, Executive resigned from his position as Executive Vice President and Chief Human Resources Officer (the “Separation Date”), at which time Executive’s employment with the Company and in any and all other positions with the Company that Executive held terminated (including, but not limited to, as an officer or director of any subsidiary of the Company, and being a member on any committees). On the next regularly scheduled payroll date following the Separation Date, the Company will pay to Executive: (a) all wages earned through the Separation Date and (b) any accrued and unused vacation as of the Separation Date paid in accordance with the applicable Company policy. Except as set forth herein, Executive acknowledges that the Company owes no other bonuses, commissions, wages, vacation pay, sick pay, or benefits to Executive as of the Separation Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two (2) Business Days (or such shorter period agreed to by the Administrative Agent) after a Notice of Assignment substantially in the form of Exhibit “I” attached hereto has been delivered to the Administrative Agent. Such Notice of Assignment must include the consent of the Administrative Agent required by Section 12.3.1 of the Credit Agreement. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on the proposed Effective Date. The Assignor will notify the Assignee of the proposed Effective Date no later than the Business Day prior to the proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: instructed the parties to submit letter-briefs on whether the declarations of Professors Hazard and Wolfram should be admitted. See id. at 10,12-13. III. DISCUSSION A. Should the Court Accept Expert Opinion on a Recusal Motion? “This Court has repeatedly held that the testimony of an expert on matters of domestic law is inadmissable for any purpose.” Music Sales Corp. v. Morris, 73 F.Supp.2d 364, 381 (S.D.N.Y.1999)(emphasis added). The law of this circuit is that while an expert may provide an opinion to help a jury or a judge understand a particular fact, “he may not give testimony stating ultimate legal conclusions based on those facts.” United States v. Bilzerian, 926 F.2d 1285, 1294 (2d Cir.1991); see also Andrews v. Metro North Commuter R.R. Co., 882 F.2d 705, 708 (2d Cir.1989) (<HOLDING>); United States v. Scop, 846 F.2d 135, 140 (2d Options: A. holding that a defendant was estopped from asserting improper service where the defendants conduct caused the allegedly improper service B. holding that engineers testimony that defendant was negligent was an improper legal conclusion C. holding an affidavit statement referring to the notice required for a binding contract was inadmissible as a legal conclusion D. holding that other evidence properly admitted at trial was sufficiently strong to permit the conclusion that the improper admission of unreliable expert testimony was harmless E. holding that the admission of expert testimony was prejudicial where the testimony was pervasive

assistant: The best answer is B. holding that engineers testimony that defendant was negligent was an improper legal conclusion
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 Administrative Agent and each of the Lenders agrees to keep confidential all non-public information provided or made available to it by, or on behalf of, the Borrower in connection with this Agreement and the transactions contemplated hereby; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to any Joint Lead Arrangers, the Administrative Agent, any other Lender or any Affiliate of any thereof, (b) to any Participant or Assignee (each, a “ Transferee ”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (c) to any of its employees, directors, agents, attorneys, accountants and other professional advisors, (d) upon the request or demand of any Governmental Authority or self-regulatory organization having jurisdiction over it, (e) in response to any order, audit, request, review or inquiry of any court or other Governmental Authority or self-regulatory organization or as may otherwise be required pursuant to any Requirement of Law, (f) in connection with any litigation or similar proceeding relating to any Obligation, this Agreement, any other Loan Document, the Indentures, or any transaction contemplated hereby or thereby, (g) that has been publicly disclosed other than in breach of this Section, (h) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any similar organization or any nationally recognized regulatory authority) that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document or (j) to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent in connection with the administration, settlement and management of this Agreement and the Loan Documents. Notwithstanding anything to the contrary in the foregoing sentence or any other express or implied agreement, arrangement or understanding, the parties hereto hereby agree that, from the commencement of discussions with respect to the financing provided hereunder, any party hereto (and each of its employees, representatives, or agents) is permitted to disclose to any and all persons, without limitation of any kind, the tax structure and tax aspects of the transactions contemplated hereby, and all materials of any kind (including opinions or other tax analyses) related to such tax structure and tax aspects.

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: The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and each Subsidiary is engaged.

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 Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote compliance in all material respects by each Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Loan Documents embody the entire agreement and understanding among Agent, Lenders and Borrower and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Although the BIA noted that the ability of Padilla’s mother to remain in Honduras unharmed undermined Padilla’s CAT claim, that finding does not equate to “changed circumstances” sufficient for rebuttal. Compare Melgar de Torres v. Reno, 191 F.3d 307, 313 (2d Cir.1999) (well-founded fear diminished where family members continued to live in her native country), with Islami v. Gonzales, 412 F.3d 391, 397 (2d Cir.2005) (requiring government to show that “country conditions have changed radically” to establish a fundamental change in circumstances sufficient to rebut the presumption of a well-founded fear of persecution (emphasis added)), overruled in part on other grounds by Shi Liang Lin v. U.S. D.O.J., 494 F.3d 296, 305 (2d Cir.2007), and Kone v. Holder, 596 F.3d 141, 149 (2d Cir.2010) (<HOLDING>). Because this presumption applies equally to Options: A. holding that an asylum applicant must make a showing of a particularized threat of persecution B. holding that aliens return trip did not rebut the presumption because the government cannot satisfy its burden simply by showing that applicant enjoyed periods with no new persecution or that applicant will not perpetually be persecuted in her native country C. holding that the government bears the initial burden of producing evidence that a third country offered the applicant some type of permanent resettlement or evidence a third country officially sanctioned the aliens indefinite presence D. holding based on equitable estoppel principles that a municipality may not through its agents affirmatively create an objectively reasonable impression in an applicant that he has fully complied with all zoning requirements and then proceed to withdraw permission after the applicant has taken steps towards construction which result in a substantial detriment to the applicant E. holding that the applicant failed to satisfy the statute because the applicant did not have an ownership right or access right to the reservoir site

assistant: The best answer is B. holding that aliens return trip did not rebut the presumption because the government cannot satisfy its burden simply by showing that applicant enjoyed periods with no new persecution or that applicant will not perpetually be persecuted in her native country
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 information submitted by or on behalf of Borrower or Operating Lessee to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule IV ), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Operating Lessee in this Agreement or in any other Loan Document, are true, complete and correct in all material respects. To Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that is reasonably expected to have a Material Adverse Effect. Borrower, Operating Lessee and Guarantor have disclosed to Lender all material facts with respect to Borrower, Operating Lessee, Guarantor or the Property and has not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be materially misleading.

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 legal provision and list the applicable contract clause categories. Provision: Each party to this Agreement agrees to pay its own fees and expenses arising in connection with the negotiation and execution of this Agreement and consummation of the transactions contemplated in this Agreement. If any action, suit, or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated under this Agreement, the prevailing party shall recover all of such party’s costs and attorneys’ fees incurred in each such action, suit, or other proceeding, including any and all appeals or petitions from such action, suit or other proceeding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the case that any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable.

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: the construction of the sentences or the words used are amenable to some criticism, so long as the meaning the court intended to convey is reasonably clear.” Kline v. Publix Super Mkts., Inc., 178 So.2d 739, 740 (Fla. 2d DCA 1965). Typically, reversals based on deficient jury instructions involve incorrect statements of the law. For example, in Bankers Multiple Line Insurance Co. v. Farish, 464 So.2d 530, 533 (Fla.1985), the trial court gave an instruction that “the greater a defendant’s wealth, the greater must be punitive damages.” The supreme court reversed for a new trial on punitive damages, since the instruction was “not an accurate rule of law” that had been “specifically repudiated” in an earlier case. Id.; see also Coble v. Am. Parks, 576 So.2d 422, 423 (Fla. 4th DCA 1991) (<HOLDING>); Poole v. Lowell Dunn Co., 573 So.2d 51, 53-54 Options: A. holding that it was not error for the court to give a substantive new instruction to the jury after deliberations began where the instruction was given in court with the defendant and his counsel present B. holding that reversal for a new trial was required where jury instruction relating to fraud was incorrect C. holding that when no objection was made to jury instruction evidence to support finding based on instruction should be assessed in light of the instruction given D. holding omission in the jury instruction of element of offense requires a new trial E. holding that a trial judge is obliged to give a correct jury instruction notwithstanding that request for instruction was technically erroneous if the evidence generates the subject matter of the jury instruction

assistant: The best answer is B. holding that reversal for a new trial was required where jury instruction relating to fraud was incorrect
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 other areas of criminal law. IV. The Specifics of This Case. Even if one were inclined to invalidate some warrantless searches of parolees, this would not be the case to do so. Baldon’s parole officer was present and both authorized and supervised the search. Moreover, at the time the search of Bal-don’s car occurred, it was already known that he was in violation of his parole agreement. Indeed, he was staying at a motel (that prohibited minors) with a school-age girl. In short, as I have already noted, this case presents two additional justifications for a parole search — the presence of the parole officer and the existence of reasonable suspicion or at least a clear parole violation. See United States v. Knights, 534 U.S. 112, 122, 122 S.Ct. 587, 593, 151 L.Ed.2d 497, 507 (2001) (<HOLDING>); Griffin v. Wisconsin, 483 U.S. 868, 880, 107 Options: A. holding warrantless search of probationers home by law enforcement officer for investigatory purposes was reasonable when conditions of probation included a search term and search was supported by reasonable suspicion B. holding a warrantless probation search condition that is reasonably related to a probationers rehabilitation is a valid limitation to a defendants fourth amendment rights C. holding that the warrantless search of knights supported by reasonable suspicion and authorized by a condition of probation was reasonable within the meaning of the fourth amendment D. holding unanimously that a warrantless search of a probationers apartment that was supported by reasonable suspicion and authorized as a condition of his probation was reasonable within the meaning of the fourth amendment E. holding that warrantless search as probation condition was a valid limitation to the defendants fourth amendment rights when defendant asserted the condition was not reasonably related to rehabilitation

assistant: The best answer is D. holding unanimously that a warrantless search of a probationers apartment that was supported by reasonable suspicion and authorized as a condition of his probation was reasonable within the meaning of the fourth amendment
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: (i) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors (or similar governing body) of the Borrower approving this Amendment, and of all documents evidencing other necessary corporate or other organizational action, as the case may be, and governmental approvals, if any, with respect to the execution, delivery and performance by such Loan Party of this Amendment, all of which documents to be in form and substance satisfactory to the Administrative Agent, and (ii) secretary’s certificates reasonably acceptable to the Administrative Agent (including evidence of authority and incumbency).

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: As a condition to the lapse of vesting restrictions set forth in this Award Agreement and the Plan or removal of any legend restricting the transferability of the shares of Restricted Stock pursuant to this Award Agreement, the Company, at its option, may require Grantee to execute a general release on behalf of Grantee and Grantee’s heirs, executors, administrators and assigns, releasing all claims, actions and causes of action against the Company and each parent, subsidiary and former affiliate of the Company, and their respective current and former directors, officers, administrators, trustees, employees, agents, and other representatives. Such release must be in form and substance satisfactory to the Board.

assistant: Releases
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: because the notice of appeal mentioned both the district court’s decision to dismiss Plaintiffs action and the district court’s decision denying Plaintiffs Fed.R.Civ.P. 59(e) motion for relief from that decision, we have jurisdiction to review both of those decisions. See Fed. R.App. P. 3(c)(1)(B). See generally Haines v. Kerner, 404 U.S. 519, 520-21, 92 S.Ct. 594, 30 L.Ed.2d 652 (1972) (construing pro se litigant’s pleadings liberally). In his appellate brief, however, Plaintiff also challenges the district court’s decision to deny his later-filed Fed. R.Civ.P. 60(b) motion for reconsideration. Because Plaintiff never filed a separate notice of appeal from that denial, we have no jurisdiction to consider it. See Bowles v. Russell, — U.S. —, 127 S.Ct. 2360, 2366, 168 L.Ed.2d 96 (2007) (<HOLDING>); see also Stouffer v. Reynolds, 168 F.3d 1155, Options: A. holding that the 30day notice of appeal requirement is mandatory and jurisdictional B. holding timely notice of appeal under fed rapp p 4a is jurisdictional C. holding time for filing notice of appeal under rule 8002 is jurisdictional D. holding that timeliness of filing of notice of appeal is a jurisdictional issue E. holding that the appeal was timely filed because federal rule of appellate procedure 4a provides inmates with sixty days to appeal the denial of a 2255 motion

assistant: The best answer is B. holding timely notice of appeal under fed rapp p 4a is jurisdictional
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 interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive as a result of the application of Section 409A of the Code.

assistant: General
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: decisions or actions of any state administrative agency or officer, and ... the validity of any rule promulgated by such agency or officer.” R. 2:2-3(a)(2); see also Prado v. State, 186 N.J. 413, 422-23, 895 A.2d 1154 (2006). Our “jurisdiction extends not only to State agency action but also agency inaction.” Pressler and Verniero, Current N.J. Court Rules, comment 3.1 on R. 2:2-3(a)(2) (2011) (emphasis added); see also N.J. Civil Serv. Ass’n v. State, 88 N.J. 605, 612, 443 A.2d 1070 (1982). The traditional meaning of an administrative agency is “[a] governmental body with the authority to implement and administer particular legislation.” Black’s Law Dictionary 63 09); Hartz Mountain Indus., Inc. v. N.J. Sports & Exposition Auth, 369 N.J.Super. 175, 187-88, 848 A.2d 793 (App.Div.) (<HOLDING>), certif. denied, 182 N.J. 147, 862 A.2d 56 Options: A. holding that a determination of a new jersey spill compensation fund arbitrator is reviewable by the appellate division B. holding that the new jersey statute of limitations applicable to 1983 actions is njsa 2a142 C. holding that the attorney generals decision not to provide representation to an employee is reviewable by the appellate division not by the law division where the actions against the employee are pending D. holding that decisions of the new jersey meadowlands commission established in but not of the department of community affairs njsa 13175a are appealable to the appellate division as of right E. holding that the new jersey sports and exposition authority constituted as a body corporate and politic within the department of community affairs njsa 5104a is a state agency whose decisions are initially reviewable in the appellate division

assistant: The best answer is E. holding that the new jersey sports and exposition authority constituted as a body corporate and politic within the department of community affairs njsa 5104a is a state agency whose decisions are initially reviewable in the appellate division
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan is an unfunded deferred compensation arrangement. Neither the Company nor any Participating Employer shall be required to establish a trust or to in any way segregate assets for purposes of funding or otherwise providing benefits under the Plan. The Company or one of the Participating Employers may, however, in their sole discretion, establish and maintain an unfunded grantor trust with one or more persons selected by the Committee to act as Trustee. If a Trustee is so appointed, such Trustee shall hold, manage, administer and invest the assets of the Trust, reinvest any income, and make distributions in accordance with the directions of the Committee and the provisions of the Plan and Trust. The trust agreement shall be in such form and contain such provisions as the Committee deems necessary and appropriate to effectuate the purposes of the Plan. The terms and provisions of the trust agreement shall control in case of a conflict between the terms and provisions of such agreement and the terms and provisions of the Plan.

assistant: General
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: were not against Deitz personally. Because sanctions were not awarded on those grounds, we remand the case so that the trial court can consider an award of sanctions on these grounds. C. Calculation of Sanctions The appellees’ motion for sanctions was made not against Harris but against Deitz, his client. The first time anyone asked for sanctions against Harris was on the morning of the sanctions hearing when appellees’ counsel, in oral argument, made such a request. A part of the sanctions leveled against Harris was for opposing sanctions. Such an award was improper. It cannot be said that Harris lacked substantial justification in opposing sanctions against his client, Deitz, when he successfully opposed them. See U.S. Health, Inc. v. State, 87 Md.App. 116, 132, 589 A.2d 485 (<HOLDING>), cert. denied, 324 Md. 69, 595 A.2d 482 Options: A. holding that the bankruptcy court abused its discretion in awarding opposing counsels attorneys fees and expenses as sanctions without affording the sanctioned party the right to examine question or provide argument against the claimed fees and expenses B. holding attorney fees may be allowed for expenses incurred for default C. holding that an award for medical expenses is proper when the expenses have been incurred but not paid D. holding that rule 1341 does not provide for expenses incurred in asserting the claim for sanctions under the rule except perhaps to the extent that the offending party resists the claim for counsel fees without substantial justification for doing so E. holding parties agreement provided clear contractual justification for the award of costs and expenses including attorneys fees to the prevailing party

assistant: The best answer is D. holding that rule 1341 does not provide for expenses incurred in asserting the claim for sanctions under the rule except perhaps to the extent that the offending party resists the claim for counsel fees without substantial justification for doing so