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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of supporting a charge of federal money laundering. Here, 4% of the unreported gross receipts that should have been paid as tax to the Virgin Islands but were instead included in the lump sums of money which the defendants sent to Amman, Jordan, were clearly “proceeds” of the fraudulent scheme perpetuated by defendants. Specifically, the defendants’ fraudulent scheme was that of concealing certain gross receipts from the Virgin Islands government through the mailing of fraudulent tax returns in order to defraud, cheat, and deprive the government of the 4% gross receipts taxes it was owed, thus enabling the defendants to unlawfully retain such government property and profit from their scheme. See Pasquantino v. United States, 544 U.S. 349, 355-56, 125 S.Ct. 1766, 161 L.Ed.2d 619 (2005) (<HOLDING>); Hammerschmidt v. United States, 265 U.S. 182, Options: A. holding that canadas right to uncollected excise taxes on imported liquor is property in its hands depriving canada of that money inflicts an economic injury no less than had they embezzled the funds from the canadian treasury B. holding that funds held in escrow are property of the estate only to the extent of the debtors independent right to that property C. holding that a tax credit to liquor licensees against taxes owed to the state was an unconstitutional subsidy of the liquor industry D. recognizing no material difference between defrauding a government of taxes due and embezzling money from the treasury the supreme court held that unpaid tax constituted property under the wire fraud statute E. holding that reimbursement claims were excise taxes under lorber

assistant: The best answer is A. holding that canadas right to uncollected excise taxes on imported liquor is property in its hands depriving canada of that money inflicts an economic injury no less than had they embezzled the funds from the canadian treasury
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: Doyle v. NAI Pers., Inc., 991 A.2d 1181, 1185 (D.C.2010) (“[T]he ALJ may consider the lesser included issue of whether petitioner's conduct amounted to simple misconduct justifying the more limited denial of benefits under § 51-110(b)(2). But die finding of gross misconduct may not stand.”) (internal quotation marks and citation omitted). 31 . Doyle, 991 A.2d at 1184 (internal alterations and quotation marks omitted). 32 .See Odeniran, 985 A.2d at 429 (reasoning that the employer had not demonstrated the employee was discharged for gross misconduct because it "did not present evidence that [the employee’s] willful [violation] was other than an isolated incident, nor did it contend that its business had suffered serious consequences as a result”); see also Doyle, 991 A.2d at 1184 (<HOLDING>) (quoting Odeniran, 985 A.2d at 429). 33 . See, Options: A. holding that when an employer intentionally engages in misconduct knowing it is substantially certain to cause serious injury or death to employees and an employee is injured or killed by that misconduct the employee may pursue a civil action against his employer and also pursue benefits under the workers compensation act B. holding that the employer had not demonstrated the employee was discharged for gross misconduct because the conduct was an isolated incident and the employer did not try to show that its staffing ability had suffered serious or indeed any consequences as a result of the employees conduct C. holding in a case in which the alj found the employer had failed to establish a rule violation under 7 dcmr 3127 but nevertheless determined the employer had established the employees gross misconduct that because there was scant evidence as to the employers written requirements pertaining to employee behavior this court could not conclude that there was substantial evidence that the employee had violated the employers rules in a manner that amounts to gross misconduct under 7 dcmr 3123 D. holding that employees failure to comply with employers rule requiring employees to notify employer when a temporary job placement ended did not constitute gross misconduct because the violation was an isolated incident and employer did not try to show that its staffing ability had suffered serious or indeed any consequences as a result of employees unavailability E. holding that because the employee had engaged in similar religious conduct on prior occasions employer had notice of the conflict

assistant: The best answer is B. holding that the employer had not demonstrated the employee was discharged for gross misconduct because the conduct was an isolated incident and the employer did not try to show that its staffing ability had suffered serious or indeed any consequences as a result of the employees conduct
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: contract, because the cause of action did not “arise under the agreement but [was] merely related to it.” Id. 3 . Language in section 301(a) of the LMRA strongly suggests that its requirements are necessary to confer subject-matter jurisdiction on the federal courts: The action "may be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties." 29 U.S.C. § 185(a); see also Steel Co. v. Citizens for a Better Env't, 523 U.S. 83, 89, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998) (reasoning that similar language in the Clean Water Act made the Act's requirements jurisdictional). This reading is consistent with our precedent. See Majestic Housing, 743 F.2d at 1345 (<HOLDING>). Thus, a failure to state a claim under Options: A. holding dispute under collective bargaining agreement not arbitrable as delegation of nondelegable authority without reference to whether provision was consented to by parties B. holding that a complaint for interference with a collective bargaining agreement against a nonparty to that agreement is not actionable under 301a of the lmra C. holding that a debtorinpossession could reject a collective bargaining agreement D. holding that mere reference to a collective bargaining agreement does not confer federal question jurisdiction under section 301a E. holding that the mere delivery of documents does not confer jurisdiction

assistant: The best answer is D. holding that mere reference to a collective bargaining agreement does not confer federal question jurisdiction under section 301a
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 support of his contention, defendant refers to the legislative history of Title III, which cites to United States v. Murdock, 290 U.S. 389, 396, 54 S.Ct. 223, 226, 78 L.Ed. 381, 386 (1933), and which states ráther laconically that “[aj violation of [§ 2511] must be willful to be criminal.” S.Rep. No. 90-1097, at 93, reprinted in 1968 U.S.C.C.A.N. at 2181. The citation in the federal legislative history to Murdock, however, is not particularly helpful because, rather than providing a definition for “willfully,” Murdock simply provides a list of possible meanings for this word before concluding that “[a]id in arriving at the meaning of the word ‘willfully’ may be afforded by the context in which it is used.” Murdock, 290 U.S. at 395, 398, 54 S.Ct. at 226, 226, 78 L.Ed. at 385, 387 (<HOLDING>); see also State v. Contreras, 105 R.I. 523, Options: A. holding that a bad faith claim is a tort B. holding that bad faith includes lack of good faith in investigating the facts of a complaint C. holding that without a demonstration of bad faith on the part of the attorney in question sanctions pursuant to this statute are inappropriate D. holding that in the context of the criminal tax statute in question willfully meant prompted by bad faith or evil intent E. holding that trial courts have the power to sanction parties for bad faith abuse of the judicial process not covered by rule or statute

assistant: The best answer is D. holding that in the context of the criminal tax statute in question willfully meant prompted by bad faith or evil intent
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 arbitration provision. See D. Wilson Constr., 196 S.W.3d at 781; Teal Constr., 46 S.W.3d at 420. Also contrary to the trial court’s conclusion, there is no requirement that the incorporated document containing the arbitration clause must necessarily be attached to the contract for the clause to be enforceable. We recognize that neither court in the above-cited eases specifically addressed that question. See D. Wilson Constr., 196 S.W.3d at 781; Teal Constr., 46 S.W.3d at 420. However, the absence of any such discussion suggests that whether the document was attached was not dispositive. See D. Wilson Constr., 196 S.W.3d at 781; Teal Constr., 46 S.W.3d at 420; see also In re Raymond James & Assocs., Inc., 196 S.W.3d 311, 319 (Tex.App. — Houston [1st Dist.] 2006, orig. proceeding) (<HOLDING>). Significantly, the incorporated A201- • 1997 Options: A. recognizing that incorporated document containing arbitration clause is not necessarily required to be attached to the contract B. holding that in connection with a motion to dismiss the court may consider a document not attached to the pleadings where the plaintiffs claim depends on the contents of a document the defendant attaches the document to its motion to dismiss and the parties do not dispute the authenticity of the document even though the plaintiff does not explicitly allege the contents of that document in the complaint C. holding that where a contract containing an arbitration clause is challenged as unconscionable those disputes should first be resolved by an arbitrator D. holding that the trial court must determine whether a subsequent contract superseded and invalidated a prior contract containing an arbitration provision E. holding an entire arbitration clause is void and arbitration cannot be compelled where contract contained unconscionable clause and has a nonseverability clause

assistant: The best answer is A. recognizing that incorporated document containing arbitration clause is not necessarily required to be attached to the contract
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: to continue a defendant’s supervised release after a violation rather than revoke the release term). It immediately invited defense counsel to speak about whether there should be a revocation, and there is no error in the court deciding that LeBoeuf s violations and conduct as testified by Hernandez warranted revocation and imprisonment as opposed to a continuance on release. Furthermore, the district court’s other remarks during the hearing show that its various references to “punishment” did not invoke § 3553(a)(2)(A). The court explained that the 24-month sentence it imposed “adequately addresses the factors the Court should consider,” and also that those factors were not reflected in the advisory guideline range. The court’s references to the factors that “ 00 (6th Cir.2007) (<HOLDING>). Therefore, any error by the district court Options: A. holding that district court may consider 3553a2a and noting circuit split on the issue B. recognizing split among district courts C. recognizing circuit split D. recognizing a split of authority on this issue E. recognizing split

assistant: The best answer is A. holding that district court may consider 3553a2a and noting circuit split on the 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 legal provision and list the applicable contract clause categories. Provision: Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except to the extent that the failure to have such title or leasehold interest could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect . The property of the Borrower and its Subsidiaries is subject to no material Liens, other than Permitted Liens.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of such property....” I.R.C. § 1012(a). Typically, the "cost” of an asset "is equal to the cost to the taxpayer of acquiring the asset.” Muserlian v. Comm'r, 932 F.2d 109, 114 (2d Cir.1991); see also Parsons v. United States, 227 F.2d 437, 438 (3d Cir.1955) (noting that "cost to the taxpayer [is] represented by the taxpayer’s outlay” (internal quotation marks omitted)); supra note 3 (recognizing that the taxpayer’s acquisition cost can under certain circumstances include the seller’s liabilities). 18 . Our sister circuits are divided as to whether the valuation misstatement penalty applies to tax deductions that have been totally disallowed under the economic substance doctrine. Compare Fidelity Int’l Currency Advisor A Fund, LLC v. United States, 661 F.3d 667, 671-75 (1st Cir.2011) (<HOLDING>), Zfass v. Comm'r, 118 F.3d 184, 190 (4th Options: A. holding that the burden is upon the state under the applicable federal rules of evidence B. holding rule applicable to witness C. holding that the death penalty is unconstitutional as applied to juvenile defendants D. holding that the penalty is applicable E. holding that leaning towards the death penalty is not the same as an automatic vote for the death penalty

assistant: The best answer is D. holding that the penalty is applicable
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 accordance with Section 4.4 of the Plan, the Committee will make appropriate adjustments in the terms and conditions of your Performance Shares in recognition of a corporate event or transaction affecting the Company (such as a common stock dividend, common stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), to prevent unintended dilution or enlargement of the potential benefits of your Performance Shares. The Committee’s determinations pursuant to this Section 8 will be conclusive.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Notes to 1969 Amendment of Super. R. Civ. P. 34 ("[ujnwarranted objections are made subject to the peril that costs and expenses will be charged against the recalcitrant party or his counsel under Rule 37(a)”). Here, however, the objection was not unwarranted as indicated by the court's denial of D’Amario's previous motion to compel. 10 .In 1993, subdivision (d) of Fed.R.Civ.P. 11 was added expressly to exclude discovery requests, responses, and objections from its provisions. However, prior to the amendment of Federal Rule 11, federal courts recognized that Rule 26(g) was the appropriate certification rule to apply with respect to discovery requests, responses, and objections. See, e.g., United Missouri Bank of Kansas City v. Bank of New York, 723 F.Supp. 408, 414 (W.D.Mo.1989) (<HOLDING>); see also In re Yagman, 796 F.2d 1165, 1187 Options: A. holding rule 11 sanction proceeding was exempt from automatic stay B. holding that the term other papers as defined in federal rules 7b2 and 11 refers to discovery motions interrogatories and requests for production and admissions and the responses thereto C. holding that rule 11 is not properly used to sanction the inappropriate filing of papers where other rules more directly apply D. holding rule 11 sanction of 20000 to be excessive and reducing to 6500 E. holding that rules of contract construction are to be applied where the language used is ambiguous

assistant: The best answer is C. holding that rule 11 is not properly used to sanction the inappropriate filing of papers where other rules more directly apply
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the net proceeds from the sale of the Securities hereunder primarily for working capital purposes and to fund the general corporate purposes of the Company and its Subsidiaries, and to fund certain contractual obligations relating to acquisitions and to repay certain outstanding indebtedness (to the extent such indebtedness shall not have earlier converted into common stock).

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 legal provision and list the applicable contract clause categories. Provision: Each Company shall not (and shall cause its Affiliates not to) file, amend, withdraw, revoke or otherwise alter any Tax Return if doing so would reasonably be expected to (a) obligate the other Company to make an indemnity payment under Article IV, (b) cause the other Company or any of its Affiliates to incur any taxes for which it is not indemnified under this Agreement or (c) adversely affect a refund or other Tax Attribute to which the other Company or any of its Affiliates is entitled, in each case without the prior written consent of the other Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to do so, one being the plaintiffs failure to respond to several of the defendant’s grounds for dismissal. No. Civ.A. 05-321, 2006 WL 508343, at *3 (D.D.C. March 1, 2006). This court determined that “[b]ecause the plaintiff only addressed some of the defendant’s challenges in her response, the Court will consider those challenges not addressed by the plaintiff in her response as conceded.” Id.; see also Twelve John Does v. District of Columbia, 117 F.3d 571, 577 (D.C.Cir.997) (“Where the district court relies on the absence of a response as a basis for treating the motion as conceded, we honor its enforcement of the rule.”). Sim ill employee at any time and for any reason, or for no reason at all[,]” Adams v. George W. Cochran & Co., Inc., 597 A.2d 28, 30 (D.C.1991); see also id. at 33 (<HOLDING>). Both the ADA and the DCHRA provide “a Options: A. holding that absent a law or collective bargaining agreement a municipal employee is an employee atwill B. recognizing exception to atwill employment doctrine where employee is terminated by employer for refusing to violate municipal regulation C. recognizing public policy exception to atwill doctrine D. holding that an employee could maintain a claim for constructive discharge in violation of virginias public policy exception to the employment atwill doctrine E. recognizing narrow whistleblower exception to the atwill doctrine

assistant: The best answer is B. recognizing exception to atwill employment doctrine where employee is terminated by employer for refusing to violate municipal regulation
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: that the Board should be “afforded a strong presumption of good faith.” Id. “[G]reat deference is given to the good faith determinations of school boards on decisions of whether to renew a teacher’s contract.” Wuest, 2000 SD 42 at ¶ 12, 607 N.W.2d at 915-16. “The burden is on the person challenging a board’s decision to overcome the presumption that the board was acting in good faith.” Nordhagen v. Hot Springs Sch. Dist., 474 N.W.2d 510, 513 (S.D.1991). Gauer has not carried her burden on this necessary showing of bias by the Board, which would sustain a violation of her due process rights. [¶ 12.] Further, we note that the Board did not attempt to deceive or withhold information from Gauer, which, if done, could have violated her due process rights. See Strain, 447 N.W.2d at 335-36 (<HOLDING>). The Board disclosed the reasons for Options: A. holding that is a violation of due process for the prosecution to fail to disclose evidence favorable to an accused that is material to guilt or punishment B. holding that a conviction violated due process because the prosecutor knowingly refused to disclose crucial exculpatory evidence to the defendant C. holding that a career teachers substantive due process rights were not violated when the school board decided not to renew her contract due to concerns about her performance D. holding that a teachers consensual sexual relationship with a fifteenyearold student constituted a violation of the students substantive due process rights E. holding board did not fail to disclose exculpatory information in violation of teachers due process rights

assistant: The best answer is E. holding board did not fail to disclose exculpatory information in violation of teachers due process rights
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 shall provide to the Party bringing any Action under Sec tion 10.5.2 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such Action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but shall at all times cooperate fully with the enforcing Party in such enforcement Action.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Therefore, Conway has failed to put forward any evidence that National relied on counsel’s advice so as to have reasonable cause for its failure to pay the pre-petition taxes. Similarly, there is no evidence in the record that National’s failure to pay its post-petition taxes was due to reliance on the advice of counsel. Conway’s reference to a few vague and conclusory statements of reliance in the record falls far short of pointing to specific substantive evidence that would support a conclusion that the taxes were not owed. While there is some evidence that counsel told management what debts to pay, no evidence suggests that counsel advised that preferring other creditors would not subject National’s officers to personal liability for the excise taxes. See Newsome, 431 F.2d at 748 (<HOLDING>). Nor is there evidence of any specific Options: A. holding that an attorneys advice to execute a chattel mortgage in favor of the taxpayers bank did not provide reasonable cause where the attorney did not advise the taxpayer that he could prefer the bank over the united states without sub jecting himself to section 6672 liability B. holding a bank officer who informed a third party that it would be safe to extend 8000 credit to bank customer although customer did not have an open account at the bank could be held liable for the material misrepresentation C. holding the bank liable where the bank had almost complete control over the operation of the company during its last three quarters of operation and where withheld taxes were not paid to the irs on instructions from the bank D. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank E. holding that a copy of an agreement executed by an insolvent bank found in the draft documents of the banks attorney did not satisfy section 1823es requirements because it was not an official record of the failed bank

assistant: The best answer is A. holding that an attorneys advice to execute a chattel mortgage in favor of the taxpayers bank did not provide reasonable cause where the attorney did not advise the taxpayer that he could prefer the bank over the united states without sub jecting himself to section 6672 liability
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: 115 S.Ct. 1842 (recognizing that “the right to choose representatives belongs not to the States, but to the people”). Consequently, the qualifications provision “is not alterable by the State governments.” The Federalist No. 52. Article I provides “reasonable limitations,” that allow “the door of this part of the federal government [to be] open to merit of every description, whether native or adoptive, whether young or old, and without regard to poverty or wealth, or to any particular profession or religious faith.” Id.; see also Thornton, 514 U.S. at 832-33, 115 S.Ct. 1842 (stating the purpose of the Elections Clause is to create “procedural regulations,” not to give the States “license to exclude classes of candidates from federal office”); Powell, 395 U.S. at 550, 89 S.Ct. 1944 (<HOLDING>). The State argues that the district court Options: A. holding defendant must act with specific intent to cause death of another in order to be convicted of attempted murder B. holding that appellate counsel was ineffective in failing to argue based on the first districts decision in montgomery that the standard attempted manslaughterbyact instruction was fundamentally erroneous where betts was charged with attempted firstdegree premeditated murder and convicted of the necessary lesserincluded offense of attempted seconddegree murder C. holding that attempted unseating of congressman powell who had been convicted of mishandling congressional funds was an impermissible imposition of additional qualifications D. holding that defendant who had pled guilty in oklahoma state court pursuant to the oklahoma deferred judgment act had not been convicted in the oklahoma proceedings for purposes of usc 922h prohibiting the receipt of a firearm by one who has been convicted of a felony E. holding that where a witness had been convicted seventeen years earlier but had been given probation and had not been confined the date of the conviction controlled

assistant: The best answer is C. holding that attempted unseating of congressman powell who had been convicted of mishandling congressional funds was an impermissible imposition of additional qualifications
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: counsel is necessary to warrant the “drastic step of disqualification of counsel.” Id. at 602-03 (citations omitted) (quoting Shaffer v. Farm Fresh, Inc., 966 F.2d 142, 145-46 (4th Cir.1992), and citing Aetna Cas. & Surety Co. v. United States, 570 F.2d 1197, 1200-01 (4th Cir.1978), and Richmond Hilton Assocs. v. City of Richmond, 690 F.2d 1086, 1089-90 (4th Cir.1982)). The Court notes that “the lawyer’s duty of loyalty long has precluded the representation of conflicting interests.” Chauffeurs, Teamsters & Helpers, Local No. 391 v. Terry, 494 U.S. 558, 586, 110 S.Ct. 1339, 108 L.Ed.2d 519 (1990); see also Dyntel Corp. v. Ebner, 120 F.3d 488, 492 (4th Cir.1997) (“[UJnder Virginia law it is clear that a lawyer owes his or her client a fiduciary duty.”); Tessier, 731 F.Supp. at 733 (<HOLDING>). This duty of loyalty is reflected in Rules Options: A. holding that the substantial relationship test also concerns the duty of loyalty to a former client B. holding that an attorney who breaches a fiduciary duty to a client forfeits his right to compensation without any requirement that the client prove actual harm C. holding an attorney is an agent of the client and therefore cannot conspire with the client D. recognizing that an attorney has a duty of loyalty to his client E. holding that erisas duty of loyalty creates a duty to disclose certain information to beneficiaries

assistant: The best answer is D. recognizing that an attorney has a duty of loyalty to his client
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 share your basic subscriber information with anyone , that other person may be able to take control of the account , and we may not be able to determine who is the proper account holder .

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: Except as provided in Sections 3(b) and 3(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2021 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Shareholder Value, each as defined on Appendix A , relative to the peer group defined on Appendix B , over a three-year performance period beginning on January 1, 2018 and ending on December 31, 2020 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A . The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as provided on Appendix A . The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12(b) below.

assistant: Vesting
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 Parties will identify aspects of the Products that can benefit from improvement including manufacturing changes and hardware and/or software changes. In addition, there may be aspects of the Products that will require correction. This Section 18 specifies the Parties' responsibilities and the actions to be taken in respect to such improvements and corrections.

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 legal provision and list the applicable contract clause categories. Provision: In the event suit or action is instituted to interpret or enforce the terms of this Agreement, or in connection with any arbitration or mediation of any dispute, the prevailing party shall be entitled to recover from the other party such sum as the court, arbitrator or mediator may adjudge reasonable as such party’s costs and attorney’s fees, including such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (including the adjudication of issues peculiar to bankruptcy law) and in any petition for review. Each party shall also have the right to recover its reasonable costs and attorney’s fees incurred in collecting any sum or debt owed to it by the other party, with or without litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the financial statements and the related notes of the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Documents comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC thereunder, and fairly present, or will fairly present, as the case may be, in all material respects the financial position, results of operations and cash flows of the Company and its subsidiaries as of the dates indicated and for the periods specified, subject, in the case of the unaudited financial statements, to the absence of disclosures normally made in footnotes and to customary year-end adjustments; such financial statements have been prepared, or will be prepared, as the case may be, in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed in the Company SEC Documents filed before the date of this Agreement), and the supporting schedules, if any, included or incorporated by reference in the Company SEC Documents fairly present, in all material respects, the information required to be stated therein; and the other financial information included or incorporated by reference in the Company SEC Documents has been derived from the accounting records of the Company and its subsidiaries and presents fairly, or will present fairly, as the case may be, the information shown thereby. Neither the Company nor any of the Company’s subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar agreement or arrangement, where the result, purpose or effect of such agreement or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its subsidiaries in the Company SEC Documents (including the financial statements contained therein). Except to the extent specifically reflected or reserved against on the September 30, 2016 consolidated balance sheet of the Company (including the notes thereto) included in the Company’s Form 10-Q as filed with the SEC on November 2, 2016, neither the Company nor any of its subsidiaries has any (i) liabilities (whether or not accrued, fixed, contingent, asserted or known) or (ii) any impairments (including impairments that would reasonably be expected to occur or be taken) to assets or reserves, except for liabilities or impairments, respectively, that (A) are otherwise disclosed in the Company SEC Documents or (B) could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

assistant: Financial Statements
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: N.D. 497, 503, 253 N.W. 856, 859 (1934); 38 Am. Jur. 2d Gifts § 15 (2010). Life estate interests in real property are excluded when calculating an applicant’s available assets. N.D. Admin. Code § 75-02-02.1-28(21). Therefore the agency could only claim Shirley Bleick’s assets included income from the life estate. However, the evidence relied upon by the agency shows that since 1988 Brian Bleiek treated Shirley Bleick’s life estate property and income as his own. No evidence relied on by the agency for its decision indicates Shirley Bleiek intended in 1988 that the transfer to Brian Bleiek as anything other than permanent, and the agency’s supposition to the contrary does not constitute evidence. See, e.g., Pfeiffer v. N.D. Workmen’s Comp. Bureau, 57 N.D. 326, 221 N.W. 894, 897 (1928) (<HOLDING>); Foss v. N.D. Workmen’s Comp. Bureau, 214 Options: A. holding that mere conjecture or speculation is insufficient under a preponderance standard B. holding a claimant must prove entitlement to benefits by the preponderance of the evidence which is not sustained by mere surmise or conjecture C. holding that a claimant must demonstrate by a preponderance of the evidence entitlement to an administrative claim D. holding that a court may not engage in conjecture or surmise in determining the offense for which a defendant was convicted E. holding that a factual finding must be supported by more than mere surmise or suspicion

assistant: The best answer is B. holding a claimant must prove entitlement to benefits by the preponderance of the evidence which is not sustained by mere surmise or conjecture
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute regarding matters as between the Subscriber and the Company, whether as a subscriber or security holder and whether arising under this Agreement or pursuant to security holder rights pursuant to the constitutional documents of the Company or applicable law, shall be adjudicated exclusively in the Courts of the State of Delaware, unless the Company shall permit otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Tax Foreclosure Act to provide that under certain circumstances the owner of a single-family residence, title to which derives from a defective tax foreclosure, could obtain the outstanding interest of a previously-unknown owner. N.J.S.A. 54:5-104.100 to -104.103. Three years later, in response to an unreported Appellate Division decision that sought to limit Bron to its facts, the Legislature further amended the tax-sale law by amending N.J.S.A. 54:5-89.1. Thus, the statute prohibits anyone from becoming a party to a tax-foreclosure proceeding or from exercising the right to redeem if that person has acquired for a nominal consideration an interest in the property after the filing of a tax-foreclosure complaint. See Walter v. Sand, 191 N.J.Super. 362, 369, 466 A.2d 986 (App.Div.1983) (<HOLDING>). In an unusually emphatic statement Options: A. holding that magistrate judge had jurisdiction to enter default judgment in an in rem forfeiture action even though property owner had not consented to it because 28 usc 636c1 only requires the consent of the parties and the property owner having failed to comply with the applicable filing requirements was not a party B. holding that plaintiffs may have a property interest in real property C. holding that adjacent property owner had bona fide interest in becoming owner of subject property and that she could redeem taxsale certificate on it because she had acquired her interest albeit for a nominal consideration before filing of taxforeclosure complaint D. holding that the owner of an equitable interest in property in the form of a land contract can grant a mortgage on that interest under ohio law E. holding that one who acquires legal title with notice of a prior equitable interest in the property is not a bona fide purchaser

assistant: The best answer is C. holding that adjacent property owner had bona fide interest in becoming owner of subject property and that she could redeem taxsale certificate on it because she had acquired her interest albeit for a nominal consideration before filing of taxforeclosure complaint
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: or that the issues presented were adequate to deserve encouragement to proceed further.’” (quoting Slack v. McDaniel, 529 U.S. 473, 484, 120 S.Ct. 1595, 146 L.Ed.2d 542 (2000))). In other words, in order to obtain a COA, the petitioner must show that the district court’s resolution of the constitutional claims was either “debatable or wrong.” Slack, 529 U.S. at 484, 120 S.Ct. 1595. In assessing whether to grant a COA, the “threshold inquiry does not require full consideration of the factual or legal bases adduced in support of the claims.” United States v. Silva, 430 F.3d 1096, 1100 (10th Cir.2005) (quoting Miller-El, 537 U.S. at 336, 123 S.Ct. 1029) (internal quotation marks omitted). Although an applicant “is not r 7, No. 10-6058, 2010 WL 3965899, at *1 (10th Cir. Oct.12, 2010) (<HOLDING>); Mathews v. McKune, 133 Fed.Appx. 512, 514 Options: A. holding that arguments not raised in the opening brief are waived B. holding that arguments not raised in district court are waived C. holding that the appellant had waived claims raised on appeal because his opening brief contained no substantive arguments pertaining to those claims and the court would not permit him to incorporate the arguments set forth in his filings with the district court D. holding that appellant waived claims on appeal by failing to advance arguments in support of them in the body of his brief E. holding arguments not raised on appeal waived

assistant: The best answer is C. holding that the appellant had waived claims raised on appeal because his opening brief contained no substantive arguments pertaining to those claims and the court would not permit him to incorporate the arguments set forth in his filings with the district court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: awarding bridge-the-gap, rather than permanent alimony. “Permanent periodic alimony is used to provide the needs and the necessities of life to a former spouse as they have been established during the marriage of the parties.” Rosecan v. Springer, 845 So.2d 927, 928 (Fla. 4th DCA 2003). In determining whether a party is entitled to permanent alimony, the trial court must consider the duration of the parties’ marriage. See Martinez v. Martinez, 761 So.2d 433, 436 (Fla. 3d DCA 2000), overruled in part on other grounds by Zold v. Zold, 911 So.2d 1222, 1234 (Fla.2005). Here, the parties were married for nineteen years. It is well settled, and the trial court properly found, that a nineteen-year marriage qualifies as a long-term marriage. See Cruz v. Cruz, 574 So.2d 1117 (Fla. 3d DCA 1990) (<HOLDING>); Kvittem v. Kvittem, 365 So.2d 791 (Fla. 4th Options: A. holding husband could not have marriage annulled because wife was pregnant by him at time of marriage B. holding that the law to be applied in determining the validity of an outofstate marriage is the law of the state in which the marriage occurred C. recognizing the common enterprise theory of marriage D. recognizing that basis for deportation was aliens misrepresentation about his marriage not the validity of his marriage E. recognizing seventeenyear marriage as long term

assistant: The best answer is E. recognizing seventeenyear marriage as long term
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 Credit Party shall, and shall cause each of its Subsidiaries to, comply with all federal, state, and local laws and regulations (including Environmental Laws) which are applicable to the operations and Property of any Credit Party and maintain all related permits necessary for the ownership and operation of each Credit Party’s Property and business, except in any case where the failure to so comply or maintain could not reasonably be expected to result in a Material Adverse Change. Without limitation of the foregoing, the Borrower shall, and shall cause each of its Subsidiaries to, maintain and possess all authorizations, Permits, licenses, trademarks, trade names, rights and copyrights which are necessary to the conduct of its business, except where the failure to so comply could not reasonably be expected to result in a Material Adverse Change.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subject to this fup , skype 's unlimited subscriptions allow unlimited calls to landlines in the applicable subscription countries ( excluding special , premium , service and non-geographic numbers ) .

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: All sums required to be paid under or in connection with this Agreement for Flamel Technology are to be treated as exclusive of VAT, and Elan shall pay to Flamel an amount in respect of VAT properly chargeable on any amounts due under this Agreement in addition to the sums otherwise payable. Flamel shall issue a valid VAT invoice in accordance with law. Elan shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

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 Repurchase Documents and the Transactions shall be binding on and shall inure to the benefit of the Parties and their successors and permitted assigns. All of Seller’s representations, warranties, agreements and indemnities in the Repurchase Documents shall survive the termination of the Repurchase Documents and the payment in full of the Repurchase Obligations, and shall apply to and benefit all Indemnified Persons, Buyer and its successors and assigns, Assignees and Participants. No other Person shall be entitled to any benefit, right, power, remedy or claim under the Repurchase Documents.

assistant: Survival