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: Each party has reviewed with such party’s tax advisors the tax consequences of the sale and purchase of the Purchased Shares. Each party is relying solely on their respective such advisors and not on any statements or representations of the Shareholders, CigaWatt or their respective agents. Each party understands that such shall be solely responsible for any tax liability that may arise for such party as a result of consummation of the sale and purchase of the Purchased Shares as contemplated by this Agreement.

assistant: Taxes
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 JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AMENDMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 OF THE AMENDED CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

assistant: Jurisdictions
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 Placement Agent and the Company mutually agree that they will not disclose any confidential information received from the other party to others, except with the written permission of the other party or as such disclosure may be required by law.

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: If your employment terminates due to death, the Company shall pay to your estate the unpaid wages and unused accrued vacation earned through the termination date, and the Target Bonus stated in Section 4.5(b).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proceeding. Debtor makes much ado in his memorandum and reply that a turnover action can only be brought if the property rights are not in dispute and cannot be used to demand assets whose title is in dispute. Once again, Debtor is mischaracterizing Plaintiffs claims. Plaintiff is not seeking to have the Trust assets turned over to the estate; rather, Plaintiff is seeking to have Debtor’s powers and rights in the Trusts turned over to the estate. The Trustee would then be able to utilize those rights and powers to the extent that Debtor would have been able to utilize them. The fact that Debtor has an interest in his rights and powers in the Trusts is not in dispute and a § 542 turnover action is properly brought by the Trustee and entertained by this Court. See Dean, 107 F.3d at 582 (<HOLDING>). Further, while it is true that a turnover Options: A. holding that a proceeding that by its nature could arise only in the context of a bankruptcy case is a core matter subject to the jurisdiction of the bankruptcy court B. holding that bankruptcy court is without jurisdiction to control disposition of chapter 13 debtors property that is not property of the bankruptcy estate unless the property is related to the bankruptcy proceedings of the code C. holding that determining the nature and extent of property of the estate is also a fundamental function of a bankruptcy court and therefore the turnover action is a core proceeding pursuant to 28 usc 157b2a D. holding that a lawsuit by a third party creditor against the estate is a core proceeding E. holding that because property was no longer property of the estate the court could not order turnover

assistant: The best answer is C. holding that determining the nature and extent of property of the estate is also a fundamental function of a bankruptcy court and therefore the turnover action is a core proceeding pursuant to 28 usc 157b2a
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Plan are not part of the provisions hereof and shall have no force and effect.

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: when damages were sought from Baker, the driver of the vehicle that was blocking the roadway. Although the instruction was erroneous, the trial justice also correctly charged that if there was “conflicting evidence!,] from which different conclusions as to [Morris’s] negligence may reasonably be drawn or which establishes that [Morris] was not negligent, then the presumption that [Morris] was negligent becomes inoperable and has no further effect.” Our careful review of the record discloses that plaintiffs presented sufficient evidence to overcome the rebut-table presumption created by the rear-end collision instruction. We are satisfied that the error was harmless because it was not so far removed from the facts that it prejudiced plaintiffs’ case. See Contois, 865 A.2d at 1028 (<HOLDING>). Sudden Emergency Doctrine The trial justice Options: A. holding that although there was no evidence supporting an instruction on intervening cause instructing the jury on intervening cause amounted to harmless error because the instruction was not so far removed from the facts as to constitute reversible error B. holding that in reviewing a jury instruction this court must review the entire instruction and look at all the evidence on the record to determine whether there was error and whether that error prejudiced the complaining party C. holding it was reversible error to give the jury a permissive inference instruction on possession of a controlled substance D. holding that failure to request jury instruction about manner in which evidence was obtained was not error and thus did not constitute ineffective assistance because defendant was not entitled to instruction E. 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

assistant: The best answer is A. holding that although there was no evidence supporting an instruction on intervening cause instructing the jury on intervening cause amounted to harmless error because the instruction was not so far removed from the facts as to constitute reversible error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: It has filed all United States federal income tax returns (if any) and all other tax returns which are required to be filed by it and has paid all material taxes, assessments or governmental charges of any kind that are due and payable by it pursuant to such returns or pursuant to any assessment received by it; provided , that it may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when it is in good faith contesting the same, so long as (i) adequate reserves have been established in accordance with GAAP, (ii) enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest if such enforcement could reasonably be expected to have a material adverse effect on its financial condition or operations or its ability to perform its obligations under the Transaction Documents to which it is a party, and (iii) any tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. The charges, accruals and reserves on its books in respect of taxes and other governmental charges are, in its opinion, adequate. The Transferor is exclusively resident for tax purposes in the United States and, for the purposes of this Agreement and the other Transaction Documents to which it is a party, will not act through any branch or permanent establishment located outside of the United States.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, and will not permit any of its Subsidiaries or its Subsidiaries’ respective officer, directors or employees to, request any Borrowing or Letter of Credit or use the proceeds of any Borrowing and/or Letter of Credit (a) to fund, finance or facilitate any activities of or business with any Sanctioned Person or in any Sanctioned Country, (b) that will result in a violation by any Person (including any Person participating in the transaction, whether as a Lead Arranger, the Administrative Agent, any Lender (including the Swingline Lender) or the Issuing Bank or otherwise) of Sanctions or (c) that would in any manner violate any Anti-Corruption Laws. Further, the Borrower will not, and will not permit any of its Subsidiaries to, fail to provide documentary and other evidence of the identity of the Borrower or its Subsidiaries as may be requested by the Lenders or the Administrative Agent at any time to enable the Lenders or the Administrative Agent to verify the identity of the Borrower or its Subsidiaries or to comply with any Applicable Law, including, without limitation, Section 326 of the Patriot Act.

assistant: Use Of Proceeds
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: if you are using the services on behalf of a business ( rather than for your personal use ) , you and snap group limited agree that to the extent permitted by law , all claims and disputes between us arising out of or relating to these terms or the use of the services will be finally settled under the lcia arbitration rules , which are incorporated by reference into this clause .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any representation or warranty of the Borrower made herein or in any agreement, statement, certificate, or any other document given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement, and/or the due diligence questionnaire provided by the Borrower to the Holder on or around the Issue Date), shall be false or misleading in any material respect when made and/ or the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

assistant: Warranties
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 stated otherwise herein, (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions shall not be construed in interpreting provisions of this Amendment, (c) this Amendment shall be governed by and construed in accordance with the laws of the State of New York, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it shall nevertheless remain enforceable, (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts shall be construed together to constitute the same document, (f) delivery of an executed counterpart of a signature page to this Amendment by telecopier, by electronic mail or by other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment, (g) this Amendment, the Credit Agreement, as amended by this Amendment, and the other Loan Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof, (h) except as provided in this Amendment, the Credit Agreement, and the other Loan Documents are unchanged and are ratified and confirmed; and (i) except as provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: With respect to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1078 (citing United States v. Shell Oil Co., 294 F.3d 1045, 1050 (9th Cir.2002)); R.R. Street II, 166 S.W.3d at 246. 91 . See Berg II, 113 P.3d at 610. 92 . Vine St. Exhibit 72 at M001243 (1973 model’s manual); Vine St. Exhibit 80 at M002466 (1964 model’s manual). 93 . Vine St. Exhibit 72 at M001243; Vine St. Exhibit 80 at M002510. 94 . CERCLA adopts the federal Solid Waste Disposal Act's (the "FSWDA”) definition of "disposal:” "the discharge, deposit, injection, dumping, spilling, leaking, or placing of any solid waste or hazardous waste into or on any land or water so that such solid waste or hazardous waste or any constituent thereof may enter the environment or be emitted into the air n Corp.). 99 . See Raytheon Constructors, Inc. v. Asarco Inc., 368 F.3d 1214, 1219 (10th Cir.2003) (<HOLDING>); Morton Int’l, 343 F.3d at 677 (holding that Options: A. recognizing that the specific argument regarding an issue must be made in the trial court to preserve that issue for appellate review B. holding that issue of whether dismissal was with or without prejudice becomes ripe only when new action is filed and issue is raised the court in the new action should decide the issue C. holding that the federal action at issue must be authorized D. holding that defendant failed to raise a constitutional issue at trial and thus waived appellate review of that issue E. holding without discussion that a cercla arranger must own or possess the hazardous substance at issue

assistant: The best answer is E. holding without discussion that a cercla arranger must own or possess the hazardous substance at issue
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 prison officials is by definition 'retaliatory' in the sense that it responds directly to prisoner misconduct.' ”) (quoting Adams v. Rice, 40 F.3d 72, 74 (4th Cir.1994), cert. denied, 514 U.S. 1022, 115 S.Ct. 1371, 131 L.Ed.2d 227 (1995)). 9 .See In re Long Term Admin. Segregation of Inmates Designated as Five Percenters, 174 F.3d 464, 466-69 (4th Cir.1999), cert. denied, 528 U.S. 874, 120 S.Ct. 179, 145 L.Ed.2d 151 (1999) (hereinafter In re ... Five Percenters); see, e.g., Fraise v. Terhune, 283 F.3d 506, 519 (3d Cir.2002) (upholding a ban on Five Per-center newspaper where inmates could possess, study, and discuss the Bible and the Koran); Brown v. D. anting summary judgment to defendants ■ on Five Percenter plaintiff's RLUIPA claim); Cartwright, 2008 WL 2944668, at *2 n.2 (<HOLDING>); Talbert, 2007 WL 3339314, at *5 (rejecting a Options: A. holding that the district courts finding that an allegedly coercive threat did not specifically motivate the defendants confession where 1 there was no evidence that the threat was repeated at the police station 2 defendant offered no admissible evidence that the threat was the crucial factor motivating his confession and 3 he confessed immediately after the officer threatened to administer a gun residue test as opposed to confessing immediately after the allegedly coercive threat was made thus the gunresidue test was just as plausible a motivating factor for the confession as was the threat B. recognizing that there is dicta and then there is dicta and then there is supreme court dicta C. holding in dicta that classification of five percenters as a security threat group and resulting confiscation of their materials did not state a claim under rluipa where there was no showing that plaintiff was substantially burdened in the exercise of his religion D. holding that absent some showing that prosecutorial discretion was abused in the selection of cases in which the death penalty was sought there is no basis for either a claim under the eighth amendment or a claim under the equal protection clause E. holding that citizen did not have standing where there was no showing of a procedural irregularity

assistant: The best answer is C. holding in dicta that classification of five percenters as a security threat group and resulting confiscation of their materials did not state a claim under rluipa where there was no showing that plaintiff was substantially burdened in the exercise of his religion
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: chapter 31, relating to sexual offenses], not otherwise admissible by statute or rule of evidence, is admissible in evidence in any criminal or civil proceeding if: (1) the court finds, in an in camera hearing, that the evidence is relevant and that the time, content and circumstances of the statement provide sufficient indicia of reliability; and (2) the child either: (i) testifies at the proceeding; or (ii) is unavailable as a witness. 42 Pa.C.S.A. § 5985.1(a). Here, where A.D. was unavailable for cross-examination, the TYHA would permit the admission of her out-of-court statements under the indicia of reliability standard. As set forth above, the United States Supreme Court rejected the indicia of reliability standard in Crawford. See Crawford, 541 U.S. at 61, 124 S.Ct. 1354 (<HOLDING>). As required by Crawford, a Confrontation Options: A. holding that the sixth amendment right of confrontation applies to all three phases of the capital trial and that the admission of hearsay statements of codefendants in the penalty phase violated the confrontation clause B. recognizing that admitting statements deemed reliable by a judge is fundamentally at odds with the right of confrontation C. holding that any confrontation right is found in the fourteenth amendments due process clause not the confrontation clause of the sixth amendment D. holding the confrontation clause applies only to testimonial statements E. holding that doctrine does not violate right of confrontation

assistant: The best answer is B. recognizing that admitting statements deemed reliable by a judge is fundamentally at odds with the right of confrontation
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 granted leave to file a late response, we presume that the trial court did not consider it. Envtl. Procedures, Inc. v. Guidry, 282 S.W.3d 602, 612 (Tex.App.-Houston [14th Dist.] 2009, pet. denied). 3 . Arnold, v. Univ. of Tex. Sw. Med. Ctr. at Dallas, 279 S.W.3d 464, 469 (Tex.App.-Dallas 2009, no pet.) (explaining that allegations of harm caused by overly-large implants were allegations of an error in medical judgment, not an allegation of the negligent use of tangible personal property). 4 . Univ. of Tex. Med. Branch at Galveston v. York, 871 S.W.2d 175, 176 (Tex.1994) (concluding that immunity is not waived for harm resulting from errors or lapses in medical documentation or failure to follow recommendations). 5 . Kertville v. Clark, 923 S.W.2d 582, 584 (Tex.1996) (<HOLDING>); Univ. of Tex. Med. Branch v. Thompson, 2006 Options: A. holding that claims not pursued within two years of their accrual fall outside of the federal tort claims acts limited waiver of sovereign immunity B. holding section 101106f cannot be used by employees to obtain dismissal of common law intentional tort claims because those claims could not have been brought under the texas tort claims act C. holding that a failure to file an appeal is within the scope of the waiver because the failure does not undermine the validity of the plea or waiver D. holding that claim for failure to monitor patient did not fall under ttcas property waiver E. holding that failure to administer an injectable drug is a nonuse of tangible property and does not fall under the waiver provisions of the texas tort claims act

assistant: The best answer is E. holding that failure to administer an injectable drug is a nonuse of tangible property and does not fall under the waiver provisions of the texas tort claims act
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: Borrowers shall keep and maintain all Intellectual Property relating to the use or operation of the Properties and all Intellectual Property shall be held by and (if applicable) registered in the name of the applicable Borrower. Borrowers shall not Transfer or let lapse any Intellectual Property without Agent’s prior consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive (i) shall be indemnified and held harmless by WPX on the same terms as other peer executives and to the greatest extent permitted under applicable law as the same now exists or may hereafter be amended and WPX Energy’s by-laws as such exist on the Agreement Date, or such greater rights that may be provided by amendment to such by-laws from time to time, if Executive was, is, or is threatened to be, made a party to any pending, completed or threatened action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that Executive is or was, or had agreed to become, a director, officer, employee, agent or fiduciary of WPX or any other entity which Executive is or was serving at the request of WPX (“ Proceeding ”), against all expenses (including reasonable attorneys’ fees) and all claims, damages, liabilities and losses incurred or suffered by Executive or to which Executive may become subject for any reason, and (ii) shall be entitled to advancement of any such indemnifiable expenses in accordance with WPX Energy’s by-laws as such exist on the Agreement Date, or such greater rights that may be provided by amendment to such by-laws from time to time. A Proceeding shall not include any proceeding to the extent it concerns or relates to a matter described in Section 4.1 (concerning reimbursement of certain costs and expenses).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: regarding the reliability of expert evidence, as well as its decision to admit or exclude such evidence, for abuse of discretion. See Oddi v. Ford Motor Co., 234 F.3d 136, 154 (3d Cir.2000). As we have discussed above, WARN Act liability does not turn on whether a party is a "parent” or a "lender,” or whether a "lender” behaved in typical fashion. Indeed, we have already acknowledged that GECC may well have been a parent of CompTech. Thus, because we have declined to create separate standards of liability for lenders and parents, regardless of whether the District Court was correct in concluding that Myers’s affidavit was lacking in a factual basis, his opinion was ultimately not germane and no hearing was necessary. Cf. Padillas v. Stork-Gamco, Inc., 186 F.3d 412, 418 (3d Cir.1999) (<HOLDING>). We therefore affirm the District Court's Options: A. holding plenary hearings are required when there are contested issues of material fact on the basis of conflicting affidavits B. holding that in limine hearings are encouraged when courts are concerned with the factual rather than legal dimensions of the evidence C. holding that arguments that are not raised or that are not accompanied by factual and legal support are deemed waived D. holding under both florida law and faa that factual affirmative defenses are properly decided by the arbitrator rather than the court E. holding that while trial courts are encouraged to state all findings in their written orders they are not required to do so as long as the basis for their decisions is clear from the record and thus susceptible to review

assistant: The best answer is B. holding that in limine hearings are encouraged when courts are concerned with the factual rather than legal dimensions of the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Grantees shall consist exclusively of non-employee Directors of the Corporation. Provided a Director otherwise meets the Service requirements for a Grant under the Plan, prior service as an employee of the Corporation shall not disqualify such Director from receiving a Grant under the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not: (i) result in a violation of the Certificate of Incorporation or By-laws; or (ii) conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or result in a violation of any material law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market on which the Common Stock is quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset of the Company is bound or affected and which would cause a Material Adverse Effect. Except as disclosed in the SEC Documents, neither the Company nor its subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or By-laws or their organizational charter or by-laws, respectively, or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries that would cause a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any material law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof or thereof. All consents, authorization, orders, filings and registrations which the Company is required to make or obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its subsidiaries are not aware of any fact or circumstance which might give rise to any of the foregoing.

assistant: No Conflicts
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 other Loan Document to which a Loan Party is a party has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document to which a Loan Party is a party constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This letter agreement constitutes the entire agreement and understanding between the Company and you with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between you and the Company/Parent or any affiliate thereof, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

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: All notices or other communications provided for or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made (a) upon delivery if delivered personally (by courier service which tracks deliveries or otherwise), (b) upon delivery if sent by email before 5:00 p.m. (local time of the recipient) on a Business Day, or, if not, then on the next Business Day or (c) upon confirmation of dispatch if sent by facsimile transmission (which confirmation shall be sufficient if shown on the journal produced by the facsimile machine used for such transmission) before 5:00 p.m. (local time of the recipient) on a Business Day, or, if not, then on the next Business Day, and all legal process with regard hereto shall be validly served when served in accordance with applicable law, in each case to the applicable addresses set forth on Exhibit A (or such other address as the recipient may specify in accordance with this Section), or, with respect to notices to the Company, to the Company’s principal office set forth in Section 1.3.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: evernote provides the service to you on the condition that you accept the dispute resolution provisions described below , so if you initiate any claim against evernote in any other manner , you shall be in violation of these terms and you agree that evernote shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse evernote for its reasonable costs incurred in defending against such improperly initiated claim .

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: in the underlying drug offense, we had no occasion to address the applicable standard of review. Nonetheless, because we think the issue is important, especially in the context of sentencing, we write separately to explain why we think the parties were likely misguided in their assumption. Our premise is simple: We are required to apply “a clear error standard of review for appellate challenges to judicial fact-finding at sentencing,” United States v. Garcia, 413 F.3d 201, 222 (2d Cir.2005), without regard to whether appellant objected to the trial judge’s factual findings below. As the Supreme Court recently stated in Gall v. United States, — U.S.-, 128 S.Ct. 586, 169 L.Ed.2d 445 (2007), we review a sentencing court’s factual determinations for clear error. See id. at 597 (<HOLDING>); see also United States v. Edwards, 496 F.3d Options: A. holding that pretext is subject to the clearly erroneous standard B. holding that a sentence is procedurally reasonable if the district court committed no significant procedural error such as failing to calculate or improperly calculating the guidelines range treating the guidelines as mandatory failing to consider the 3553a factors selecting a sentence based on clearly erroneous facts or failing to adequately explain the chosen sentence emphasis added C. holding that a sentence is subject to reversal if the trial judge selects a sentence based on clearly erroneous facts D. holding that a defendants guilty plea is not knowingly made and is hence constitutionally invalid and subject to reversal on habeas if it is based upon erroneous sentencing information provided by the judge E. holding that where a district court clearly indicates that an alternative sentence would be identical to the sentence imposed under the guidelines any error that may attach to a defendants sentence under booker is harmless

assistant: The best answer is C. holding that a sentence is subject to reversal if the trial judge selects a sentence based on clearly erroneous facts
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: From time to time on and after the date hereof, the Company and the Initial Holders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

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 legal provision and list the applicable contract clause categories. Provision: All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it in care of Borrower as provided in Section 9.01 of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in this Section 8.1.5 and Section 8.1.10, there are no pending or (to Contributor’s knowledge) threatened judicial, municipal or administrative proceedings affecting the Project or in which Contributor is or will be a party by reason of Contributor’s ownership or operation of the Project or any portion thereof, including, without limitation, proceedings for or involving collections, condemnation, eminent domain, alleged building code or environmental or zoning violations, or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition, use of, or operations on, such Project. Except as set forth in Section 8.1.10, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending against Contributor, or to Contributor’s knowledge, threatened against Contributor, nor are any of such proceedings contemplated by Contributor. Contributor hereby discloses to Buyer that there exists an action pending in Ramsey County District Court captioned Capital Maintenance Services, LLC v. Talon Real Estate Holdings Corp., Talon First Trust, LLC, Jackson I, LLC , Court File No. 62-CV-18-3297. Contributor also hereby discloses to Buyer that a mechanic’s lien has been filed against the Project for improvements requested by a Tenant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: immunity is an affirmative defense. Perry v. Texas A & I Univ., 737 S.W.2d 106, 110 (Tex.App.—Corpus Christi 1987, writ ref'd n.r.e.). Thus, the burden is on the defendant to establish all elements of the defense. Montgomery v. Kennedy, 669 S.W.2d 309, 310-11 (Tex.1984). Government employees are entitled to official immunity from suit arising from the performance of their (1) discretionary duties in (2) good faith as long as they are (3) acting within the scope of their authority. Baker v. Story, 621 S.W.2d 639, 644 (Tex.Civ.App in pursuit and roadblock entitled to immunity). Several states that have recently considered the issue have also held that the actions of a police officer during a high-speed chase are discretionary. See, e.g., Pletan v. Gaines, 494 N.W.2d 38 (Minn.1992) (<HOLDING>); Youngblood v. Clepper, 856 S.W.2d 405, 408 Options: A. holding state immune from suit brought in state court B. holding fleeing police officers in a vehicle was a violent felony under the acca C. holding that immunity did not shield officers involved in 25mile highspeed chase of traffic violator because decisions by officers to continue the chase were operational rather than discretionary acts D. holding that police officers who engaged in a dangerous highspeed chase of a fleeing suspect were immune from suit E. holding a police officer who was pursuing a fleeing suspect was immune from his torts when he ran a red light and collided with plaintiffs vehicle

assistant: The best answer is D. holding that police officers who engaged in a dangerous highspeed chase of a fleeing suspect were immune from suit
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: restraints also served to prevent the jury from drawing an adverse inference from the presence of the brown paper. Id. at 652, 125 S.Ct. 2007. Nor did we find it a violation of clearly established Supreme Court precedent because “the Michigan courts did not hold that visible shackling, absent the determination of necessity required by Deck, was permissible.” Id. at 654, 125 S.Ct. 2007 (emphasis added). Under this narrow interpretation of Deck, Earhart’s appeal rises or falls on the question of whether the stun belt was visible to the jury. If Earhart’s stun belt was a visible restraint, due process mandates an individualized finding of necessity before the state courts could require Earhart to wear the belt. See Mendoza, 544 F.3d at 654; see also Deck, 544 U.S. at 624, 125 S.Ct. 2007 (<HOLDING>); Holbrook 475 U.S. at 568-69, 106 S.Ct. 1340. Options: A. holding that more than notice to a defendant is required B. holding that an essential interest specific to the defendant is required to physically restrain a defendant during his trial C. holding all that is required to impose a duty to warn is that the defendant knew or should have known of a specific threat made to harm a specific person D. holding that defendant was not in custody during search of his residence E. holding that a trial courts order that defendant not consult with his attorney during an overnight recess during trial violated the sixth amendment

assistant: The best answer is B. holding that an essential interest specific to the defendant is required to physically restrain a defendant during his trial
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: Employee agrees he will cease performing the day-to-day functions of his Senior Vice President, Well Servicing position effective January 1, 2019. Thereafter and through May 31, 2019, he will remain an active employee of the Company, classified in an Executive Consultant position. In that position, Employee will be expected to provide advice and counsel from time to time on matters within his experience and expertise, be available to provide assistance at the discretion and request of Company management, and other tasks as may be directed by Company management. In his Executive Consultant position, Employee shall report to William Stacy Locke, President and Chief Executive Officer. Employee and the Company both agree that, in his position as Executive Consultant, Employee shall have no access to Company email, no access to Company confidential, proprietary, or trade secret information, including revenue information, business plans, personnel files, or similar files and information. Employee shall remain eligible to participate in the Company’s health and welfare plans during the Term of this Agreement, subject to the terms and conditions of those plans, though he shall accrue no additional vacation or Paid Time Off during the Term of this Agreement.

assistant: Employment