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: As of the date hereof, the authorized capital stock of the Company consists of: (i) 400,000,000 shares of Common Stock, $0.0001 par value per share, of which 47,308,000 shares were issued and outstanding as of November 9, 2016. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Financial Officer on behalf of the Company as of the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Your right to receive payments or benefits hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 4 the Company shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, including, without limitation, any company into or with which the Company may merge or consolidate by operation of law or otherwise.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: because of this , the following provisions apply specifically to athletes located outside of the united states : ( i ) you consent to the transfer , storage , and processing of your information , including but not limited to user-generated content and any personal data , to and in the united states and/or other countries ; ( ii ) if you are using the services from a country embargoed by the united states , or are on the united states treasury department 's list of `` specially designated nationals , '' you are not authorized to access or make use of the services ; and ( iii ) you agree to comply with all local laws , rules , and regulations including , without limitation , all laws , rules , and regulations in effect in the country in which you reside and the country from which you access the services .

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 Los Angeles, it also existed in or had any effect on the Malibu area. Rather, the City uncritically adopted the findings of the Los Angeles County ordinance, an ordinance that applies not only to a much broader geographic area than Malibu, but also to all forms of rental housing. Thus, the City’s position is not based on actual facts, but instead on the notion that because other courts have accepted the monopoly argument in other contexts and other geographical areas, this Court is compelled to accept it as applied to mobile home housing in Malibu. See, e.g., Pennell, 485 U.S. at 12, 108 S.Ct. at 857-58 (accepting monopoly argument where plaintiffs did not dispute it); Birkenfeld v. City of Berkeley, 17 Cal.3d 129, 160-64, 130 Cal.Rptr. 465, 488-91, 550 P.2d 1001, 1024-27 (1976) (<HOLDING>). The difficulty with the City’s position is Options: A. holding that findings made by lower courts showed rational basis for monopoly argument in the specific context of apartment rentals in alameda county B. holding that a law survives rational basis review so long as there is any reasonably conceivable state of facts that could provide a rational basis for the classification C. recognizing that the specific argument regarding an issue must be made in the trial court to preserve that issue for appellate review D. holding that there is a rational basis for the distinction E. holding that the lower courts findings were insufficient as a matter of law and remanding for the court to make the findings required under ars 25403

assistant: The best answer is A. holding that findings made by lower courts showed rational basis for monopoly argument in the specific context of apartment rentals in alameda county
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the period from the Execution Date to the earlier of the Effective Time or the date that this Agreement terminates in accordance with Section 1(a), RCI shall continue to employ Executive. At the Effective Time, Executive’s employment shall be automatically transferred to Ensco UK and Executive hereby consents to such transfer. Following the Effective Time, Ensco UK shall employ Executive for the period and in the position set forth in this Section 1 , and subject to the other terms and conditions herein provided.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In addition to the compensation provided by this chapter, an employee who becomes either totally or partially disabled from an occupational disease is entitled to receive for treatment of the occupational disease, without limitation as to length of time or dollar amount, reasonable medical services, hospitalization, medicines, and other treatment approved by the division. (Emphasis added.) In response, the State Fund contends it is not responsible for the 1992 and 1993 surgeries because Caekaert aggravated his condition by working in the poultry business between 1988 and 1992. The State Fund asserts that the Workers’ Compensation Court correctly concluded that the ‘last injurious exposure doctrine” applies. See Belton v. Carlson Transport (1983), 202 Mont. 384, 389, 658 P.2d 405, 408 (<HOLDING>); EBI/Orion Group v. State Compensation Mutual Options: A. holding once a claimant reaches maximum healing or a medically stable condition the initial insurer at risk is not responsible for subsequent injuries or conditions B. holding that claimant was entitled to recover for injuries resulting from a stumble that aggravated or accelerated the arthritic condition of his knee C. holding the defendant responsible for the greater of the actual or intended loss D. holding that receiving advice or treatment during the exclusionary period for a condition which proves to be the same condition the claimant seeks benefits for qualifies as a preexisting condition regardless of whether there was an accurate diagnosis E. holding that a condition subsequent presupposes an existing obligation that is to be defeated or forfeited if the condition is not fulfilled

assistant: The best answer is A. holding once a claimant reaches maximum healing or a medically stable condition the initial insurer at risk is not responsible for subsequent injuries or conditions
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: revival has expired because the judgment has been dormant for more than two years; (2) Midwest failed to properly serve the motion upon the O’Connors and Pipex; (8) the execution proceedings were dismissed with prejudice, preventing Midwest from again bringing the same or similar proceeding in this court; (4) the settlement agreement was breached by Midwest; and (5) James P. O’Connor’s death precludes revival as to the judgment against him. Because the court finds that the time for revival is determinative on this issue, it will not discuss the various other arguments. II. DISCUSSION In matters of aiding execution of judgments, the Federal Rules of Civil Procedure defer to the laws of the state in which the Federal District Court sits. Fed.R.Civ.P. 69(a); McCarthy, 35 F.Supp.2d at 847 (<HOLDING>), aff’d, 172 F.3d 63 (10th Cir.1999) (table). Options: A. holding that judgment on the pleadings will not be granted unless the movant clearly establishes that there are no material issues of fact and that he or she is entitled to judgment as a matter of law B. holding that pursuant to rule 69a revival of a judgment is relief available to a judgment holder that he or she may pursue by complying with state law C. holding that a motion to dismiss or for summary judgment precluded default judgment D. recognizing that motion for relief from judgment may be properly filed pursuant to rule 1540b3 where party induced witness to commit perjury E. holding that federal habeas relief is not available to correct errors of state law

assistant: The best answer is B. holding that pursuant to rule 69a revival of a judgment is relief available to a judgment holder that he or she may pursue by complying with state law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the cases that court relied on. Chenoweth offered a string cite of cases it relied on in supporting its proposition that the judgment was void or irregular. Further into the opinion, the court states in obvious reference to its string cite that “the final judgment rendered against the garnishee was void or irregular (depending upon which opinion is followed) _” Chenoweth, 342 S.W.2d at 502. Upon reviewing these cases and subsequent ones, we find that Missouri courts have become accustomed to using the terms “void” and “irregular” seemingly interchangeably (Shanks and Butler), or at the very least have failed to draw a meaningful distinction between the two terms in situations similar to the facts of the present case. See, e.g., Roberts v. Meek, 45 S.W.2d 537, 538 (Mo.App.1931) (<HOLDING>); Gilbert v. Malan, 231 Mo.App. 469, 100 S.W.2d Options: A. holding the judgment premature citing one case holding the judgment void and another holding the judgment irregular B. holding void judgment must be vacated C. holding that district court had subjectmatter jurisdiction and yet that judgment void for lack of jurisdiction to render the particular judgment D. holding that a default judgment was not void because the bankruptcy court that entered the judgment had proper jurisdiction over the party seeking relief E. holding that a premature notice of appeal from an interlocutory summary judgment was deemed effective when the trial court granted a severance and rendered the summary judgment final

assistant: The best answer is A. holding the judgment premature citing one case holding the judgment void and another holding the judgment irregular
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: stage of the litigation. B. Sex discrimination Boeing seeks dismissal of plaintiffs Title VII sex discrimination claim predicated on the allegation that Boeing delayed plaintiffs promotion from a General Office (“GO”) hourly employee to a Professional & Administrative (“P & A”) salaried employee because of plaintiffs sex. Plaintiff admits that she was promoted to the P & A position effective July of 1990. Plaintiff contends that she filed a complaint alleging race and sex discrimination, as well as retaliation, with the Kansas Commission on Human Rights and with the EEOC 14 (10th Cir.1988); E.E.O.C. v. Penton Indus. Publishing Co., 851 F.2d 835, 838 (6th Cir.1988); see also Mathes v. Rice, No. CIV. A. 91-6297, 1992 WL 181979, at *3 (10th Cir. July 29, 1992) (unpublished disposition) (<HOLDING>). Boeing’s position is correct. Although Options: A. holding that plaintiffs failure to promote claim and train claims are discrete instances of alleged discrimination that are not susceptible to a continuing violation analysis B. holding failure to promote was an isolated incident of discrimination which is insufficient to prove a continuing violation C. holding that the plaintiff was precluded from asserting her failure to promote claim as a continuing violation D. holding that the continuing violation doctrine does not apply to discrete acts of discrimination such as termination failure to promote denial of transfer or refusal to hire E. holding that repeated failure to promote where promotion is not based on specific vacancies may constitute a continuing violation

assistant: The best answer is B. holding failure to promote was an isolated incident of discrimination which is insufficient to prove a continuing violation
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: allegations that the arbitrator "exceeded his pow ers” and that the award "failed to draw its essence from the agreement,” Apache never specifically alleged that the Exculpatory Clause overrode the Arbitration and Choice-of-Law Clauses, thereby stripping the arbitrator of jurisdiction to award consequential damages. See Magistrate Judge’s Memorandum and Recommendation, at 48 (“Nothing suggests that [the arbitrator] exceeded his powers or failed to rationally infer the essence of the contract.”). Although Apache's conduct in this litigation has made it a close issue, we conclude that Apache has sufficiently preserved the argument that we will address it on the merits. 5 . See E.I. DuPont de Nemours & Co. v. Local 900 of the Int’l Chem. Workers Union, 968 F.2d 456, 459 (5th Cir.1992) (<HOLDING>); Am. Eagle Airlines, Inc. v. Air Line Pilots Options: A. holding that because the parties agreed to arbitrate and both placed the issue before the arbitrator the issue of consolidation was for the arbitrator B. holding that upon vacating an arbitration award the court has the discretion to remand to the same arbitrator or different arbitrator C. holding arbitrator exceeded authority where submission limited issue to finding proper cause D. holding that the state must prove consent was voluntary not simply a submission to authority E. holding that the arbitrator exceeded his authority by addressing a question that was not submitted to arbitration and actually emerged six weeks after the original issue arose

assistant: The best answer is C. holding arbitrator exceeded authority where submission limited issue to finding proper cause
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: Ark. 374, 380-81, 135 S.W. 896, 898 (1911). It is clear from the statutory definition set forth above that an Arkansas check-casher pays, pursuant to a written agreement, an agreed-upon amount to its customer, less any fee charged pursuant to the Act, upon presentment of the customer’s check payable to the check-casher. In addition, that customer can “repurchase” his or her check within the agreed period of time. In other words, when the customer “repurchases” his or her check, he or she must pay the check-casher the amount of the check. We hold that such a transaction is a loan, as the check-casher is clearly loaning money to its customer for a fee with the expectation of repayment. See, e.g., Betts v. McKenzie Check Advance of Florida, LLC, 879 So. 2d 667 (Fla. Dist. Ct. App. 2004) (<HOLDING>). b. Whether the fees charged constitute Options: A. holding that where resolution merely authorizes corporate officers to transfer assets no transfer takes place until an assignment is perfected B. holding that a loan transaction is a business practice under the ucl C. holding that fraudulent loan transaction exposed financial institutions to risk of loss even though loan was secured D. holding that where parties to an oral loan agreed that the loan would be repaid on demand the statute of limitations did not begin to run until the date plaintiff demanded repayment of the loan E. holding that there could be no question that what takes place in a deferredpresentment transaction is essentially an advance of money or a shortterm loan

assistant: The best answer is E. holding that there could be no question that what takes place in a deferredpresentment transaction is essentially an advance of money or a shortterm loan
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 the misdemeanor penalties provided in § 924(a)(3). The district court agreed with the defendant, reasoning that a licensed dealer must be punished under § 924(a)(3) because: (i) the plain language of § 924(a)(3) makes that provision applicable to licensed dealers; (ii) the legislative history is ambiguous as to whether § 924(a)(3) applies to violations of § 922(b)(5); and (iii) statutory interpretation principles require the court to resolve ambiguous statutes in favor of lenity. Id. at 1017-19. The defendant’s reliance on Busic and Percival is misplaced. Those cases address the question of penalties and not the question of “whether a prosecutor may elect to charge under the less specific of two applicable statutes.” United States v. Jackson, 805 F.2d 457, 461 n. 4 (2d Cir. 1986) (<HOLDING>). Moreover, the cases cited by the defendant Options: A. holding that 18 usc 1919 did not implicitly repeal 18 usc 1001 B. holding that a sentencing court is required by 18 usc 3583g to revoke the defendants term of supervised release unless defendant could come under the exception in 18 usc 3583d C. holding that the defendant could be prosecuted for making false claims against the government under either the false claims statute 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 D. holding that the defendant could be prosecuted for corrupt persuasion of a jury witness under either 18 usc 1503 which prohibits obstruction of justice or 18 usc 1512 which prohibits tampering with a witness E. holding that the government may charge a defendant who forges an endorsement on a us treasury check under either 18 usc 641 the general conversion statute or 18 usc 510 which specifically prohibits forging endorsements on treasury checks

assistant: The best answer is E. holding that the government may charge a defendant who forges an endorsement on a us treasury check under either 18 usc 641 the general conversion statute or 18 usc 510 which specifically prohibits forging endorsements on treasury checks
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 representations and warranties by Borrower, whether with respect to Borrower, Company, any respective Affiliate or any asset or property, contained in this Agreement shall survive the execution, delivery and acceptance thereof by the Parties and the closing of the transactions described in this Agreement and continue in effect until payment of all amounts due to Lender under the Loan Documents.

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 case excerpt and choose the best holding from the options. Case excerpt: or possession with intent to manufacture or deliver, a controlled substance by a person not registered under this act, ... or knowingly creating, delivering or pos sessing with intent to deliver, a counterfeit controlled substance. 35 P.S. § 780-113(a)(30). When read in pari materia, dearly the language of sections 780-113(a)(30) and 780-115(a) creates no new possessory offense requiring a previous conviction as a substantive element. Griffin, at 15 (emphasis added). See also Commonwealth v. Soboleski, 421 Pa.Super. 311, 617 A.2d 1309, 1312 (1992) (prior conviction does not alter guilt or innocence of person charged; prior conviction is only relevant to determination of sentence following adjudication of guilt); Commonwealth v. Lark, 350 Pa.Super. 558, 504 A.2d 1291, 1297-98 (1986) (<HOLDING>); Commonwealth v. Earvin, 346 Pa.Super. 575, Options: A. holding that a homicide conviction is acceptable even if the jury does not specify a theory B. holding previous homicide conviction does not become element of murder merely because sentencing enhancement will apply based on previous conviction C. holding that evidence of the same name the fact that the previous conviction occurred in precinct of defendants residence and that although the defendant testified he did not deny that he was the person described in the record of the previous conviction was sufficient to establish identity D. holding that for sentencing purposes the government does not need to allege a defendants prior conviction or prove the fact of a prior conviction where that fact is not an element of the present crime E. holding that it was not error to allow the penalty phase jury to hear evidence that the defendants previous conviction of seconddegree murder was obtained pursuant to an indictment for firstdegree murder

assistant: The best answer is B. holding previous homicide conviction does not become element of murder merely because sentencing enhancement will apply based on previous conviction
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) Base Salary. During the Term, Executive shall be paid an annual base salary that is no less than that provided to Executive by TDCC immediately prior to the Closing (“ Base Salary ”). The Base Salary shall be payable in accordance with Olin’s regular payroll practices as then in effect. During the Term, the Base Salary will be administered and determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion consistent with Olin’s compensation policies applicable to Olin’s other senior executives, but in no event shall Olin pay Executive a Base Salary less than that described above during the Term.

assistant: Benefits
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 Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the difference between the Revolving Commitment of such Lender and the Revolving Credit Exposure (excluding Swingline Exposure) of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the fifth Business Day after the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

assistant: Fees
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 Issuer shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect (as such term is defined in the Purchase Agreement) on the Issuer and its subsidiaries taken as a whole.

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 case excerpt and choose the best holding from the options. Case excerpt: formal commitment by defendants to limit jail population. (Supp. Report at 19-25.) Defendants object, arguing that Jail No. 1 remains under capacity, that the Sheriff has orally directed that population at the jail not exceed 557, that booking information provides an unreliable basis for projecting future jail populations, and that the Justice Department recently granted the City $1.2 million in additional funds for diversionary programs. (See Defs.’ Supp. Mem. in Support of Mot. Under Rule 53(e) at 6-12.) The Court does not find the Special Master's findings to be clearly erroneous. To avoid the issuance of injunctive relief in this case, defendants bear the burden of establishing that the wrongs of the past will not recur. See Farmer, 511 U.S. at 846 n. 9, 114 S.Ct. at 1984 n. 9 (<HOLDING>) (Emphasis added.) They have not done so here. Options: A. holding that a reasonably certain threat of imminent harm to a protected species is sufficient for issuance of an injunction under section 9 of the esa B. holding employees claims accrued on the dates they submitted their resignations because by those dates they were aware that conditions had become intolerable and that they felt compelled to resign C. holding that even though irreparable harm is not required it had been shown and weighed in favor of issuance of the preliminary injunction D. holding that prison officials could prevent the issuance of an injunction by proving that they were no longer unreasonably disregarding an objectively intolerable risk of harm and that they would not revert to their obduracy upon cessation of litigation E. recognizing that irreparable harm is the single most important prerequisite for the issuance of a preliminary injunction

assistant: The best answer is D. holding that prison officials could prevent the issuance of an injunction by proving that they were no longer unreasonably disregarding an objectively intolerable risk of harm and that they would not revert to their obduracy upon cessation of litigation
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: definite and particular to convince a reasonable person that bias exists; simple conclusions, opinions, or rumors are insufficient.” United States v. Sykes, 7 F.3d 1331, 1339 (7th Cir.1993). The factual allegations must fairly support the charge of bias or impartiality and must be specific — including definite times, places, persons, and circumstances. Balistrieri, 779 F.2d at 1199. And while a court must assume the truth of the factual assertions, it is not bound to accept the movant’s conclusions as to the facts’ significance. Id. at 1199-1200. Moreover, “[bjecause the statute is heavily weighed in favor of recusal, its requirements are to be strictly construed to prevent abuse.” Sykes, 7 F.3d at 1339; see also United States v. Burger, 964 F.2d 1065, 1070 (10th Cir.1992) (<HOLDING>). Unlike a motion to recuse under 28 U.S.C. § Options: A. holding 2513 to be jurisdictional and therefore must be strictly construed B. holding dormancy statutes should be strictly construed C. holding that 144 affidavits should be strictly construed against the affiant and that movants bear a substantial burden to show actual partiality D. holding that in presence of any doubt a penal statute is to be strictly construed E. holding that railroad immunity act should be strictly construed

assistant: The best answer is C. holding that 144 affidavits should be strictly construed against the affiant and that movants bear a substantial burden to show actual partiality
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 Award Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Performance Shares or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of California, and agree that such litigation shall be conducted in the courts of San Mateo County, California, or the federal courts for the United States for the San Mateo County of California, and no other courts, where this Award of Performance Shares is made and/or to be performed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not, subject to the Required Approvals: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for other intellectual property claims , please send us a notice at legal -lsb- at -rsb- vimeo -lsb- dot -rsb- com .

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: Recipient agrees to limit disclosure of Confidential Information to employees and employees of Affiliates having a specific need to know such Confidential Information for the Purpose and in the case of Affiliates only to the extent that such Affiliate is under obligation to hold such information in confidence and is made aware of these terms and conditions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of confusion.” Id. at 1054. These marks do not look alike at all. There was no evidence of actual confusion. No customers testified that they confused Rino and Falcon products because of the product stamps. The general manager of a plumbing company testified that his company was confused as to which manufacturer produced some leaking connectors they installed. But he did not testify that the confusion was a result of the product stamps. There was no evidence that could lead a reasonable juror to conclude that Rino’s use of its visually dissimilar product stamp was “likely to confuse an appreciable number of people as to the source of the product.” Entrepreneur Media, Inc. v. Smith, 279 F.3d 1135, 1151 (9th Cir.2002) (emphasis in original); see also Nutri/Sys., 809 F.2d at 607 (<HOLDING>); Surfvivor Media, Inc. v. Survivor Prods., 406 Options: A. holding that a robbery of 40 to 50 satisfied the de minimis standard B. holding that fiveday suspension was not a de minimis deprivation C. holding that the district court properly found that trivial instances of actual confusion were de minimis D. holding that district court properlydiscounted four calls as de minimis E. holding that even several isolated incidents of actual confusion are insufficient to support a finding of likelihood of confusion

assistant: The best answer is C. holding that the district court properly found that trivial instances of actual confusion were de minimis
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: Doe to accurately reflect its intent. Thus, to overturn these cases, the Court would have to oppose not only deeply-rooted decisions of the Fourth Circuit, but also the will of the North Carolina Legislature. Furthermore, it is difficult to imagine that the legislature intended its amendment to § 1-52(16) to reverse over 30 years of North Carolina precedent recognizing latent disease exceptions to time sensitive statutes. Such a dramatic departure would certainly warrant some comment in the legislative history. However, no such comment exists. See Wilder, 314 N.C. at 561, 336 S.E.2d 66 (placing importance on the “deliberate omission of reference to disease as this statute made its way through the legislative process.”) Finally, the Court cannot fathom a law that would requ la. 1981) (<HOLDING>); Battilla v. Allis Chalmers Mfg. Co., 392 Options: A. holding a fiveyear old drug conviction is probative of a defendants state of mind in a drug conspiracy case B. holding that the drug tax violated the privilege against selfincrimination C. holding joinder of a hospital medical malpractice claim and a drug manufacturer products liability theory was proper in claim alleging injury from administering a drug D. holding 12year statute of limitations violated state guarantee of open courts when it would have barred right of actions against manufacturer of drug before they ever existed as it was not discovered until 20 years after drug was administered that the drug caused cancer E. holding prior drug deals admissible to prove knowledge of the drug trade

assistant: The best answer is D. holding 12year statute of limitations violated state guarantee of open courts when it would have barred right of actions against manufacturer of drug before they ever existed as it was not discovered until 20 years after drug was administered that the drug caused cancer
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: Williams I), we conclude that these claims were properly dismissed. Williams provided no evidence that Hal-ford was directly responsible for supervis ing the Council’s compliance with its contract. In fact, the IDOC official who signed the 1997 Council-IDOC contract attested that he — not Halford — oversaw the IDOC’s religion-related policies and practices. Williams also failed to establish that Halford knew of the alleged contract breaches or Tawil’s alleged improper activities (admitting on appeal that he believes she was unaware of either), or the other alleged violations of his rights. Thus, his claims against Halford rested on respondeat superior, which is not a proper basis for section 1983 liability. Cf. Thomason v. SCAN Volunteer Serv., Inc., 85 F.3d 1365, 1370 (8th Cir.1996) (<HOLDING>). As to the claims against Tawil and the Options: A. holding that to state 1983 claim against defendant plaintiff must allege that defendant was personally involved in or had direct responsibility for incidents that resulted in injury B. holding that a plaintiff in a bivens action must allege that the individual defendant was personally involved in the constitutional violation C. holding that the plaintiffs evidence of pretext which included but was not limited to her supervisors statement that she had enough of the plaintiff going to her supervisor about her was not sufficient to preclude summary judgment D. holding that where there was no evidence that program director was personally or directly involved in alleged violation of constitutional rights or that as supervisor she knew about allegedly unlawful conduct and facilitated approved or deliberately ignored it summary judgment was properly granted in her favor in 1983 action E. holding that a supervisor with no personal involvement may be liable for the constitutional violation of a subordinate for culpable action or inaction in the training supervision or control of his subordinates acquiescence in the constitutional deprivation or reckless or callous indifference to the rights of others

assistant: The best answer is D. holding that where there was no evidence that program director was personally or directly involved in alleged violation of constitutional rights or that as supervisor she knew about allegedly unlawful conduct and facilitated approved or deliberately ignored it summary judgment was properly granted in her favor in 1983 action
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: You cannot exercise the Option and acquire Stock until your right to exercise has vested. This Option vests in four equal installments ( i.e ., 25% each) on each of the first four anniversaries of the Date of Grant. Notwithstanding the foregoing, (a) in no event can this Option be exercised in whole or in part on or after the date on which the Option lapses pursuant to Section 5, (b) this Option shall automatically vest in full if you terminate employment with the Company due to “Disability” (as defined in the Change in Control Severance Agreement) or death, and (c) this Option shall automatically vest in full pursuant to the terms of the Change in Control Severance Agreement (i) in the event this Option is not assumed or replaced by a Publically-Traded Successor with an Assumed/Replaced Award (as such terms are defined in the Change in Control Severance Agreement) after a Change in Control, or (ii) you are terminated from employment with the Company without Cause or terminate employment from the Company for Good Reason during the period beginning on the CiC Date and ending on the second anniversary of the CiC Date (as such terms are defined in the Change in Control Severance Agreement). This Option is exercisable to the extent vested ( i.e ., the right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date (as defined below) or the termination of this Option under Section 5).

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 case excerpt and choose the best holding from the options. Case excerpt: public entity. On appeal from dismissal based on sovereign immunity, the plaintiff argued that under section 537.600.1(2), “it is not necessary that the dangerous condition of land created by a public entity’s employees be owned or occupied by the same public entity as that for which the negligent employees are employed_ [S]uch land may be occupied by any public entity.” Id. This Court disagreed and held that “the legislature was grammatically correct in its use of ‘a’ and ‘the’ and that the public entity mentioned in [section 537.600.1(2)] remains the same public entity throughout.” Id. at 89 (emphasis added). Thus, the public entity whose employees create a dangerous condition or fail to protect from a dangerous condition must be the same public entity referred 938 (Mo.App.S.D.1992) (<HOLDING>). Here, as we have already noted, the Options: A. holding that property of a public entity includes having exclusive control and possession of property B. holding that a public entitys property refers to the public entity that owns the property where a dangerous condition exists C. holding that ijnjuries caused by the condition of a public entitys property clearly refers to ownership of a property interest which allows a public entity to control the property D. holding that plaintiffs may have a property interest in real property E. holding that if property is not property1 of the public entity then the public entity cannot be subject to suit under the dangerous condition waiver

assistant: The best answer is C. holding that ijnjuries caused by the condition of a public entitys property clearly refers to ownership of a property interest which allows a public entity to control the 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: (a) Each borrowing by the Borrower or the Co-Borrower from the Lenders hereunder, each payment by the Borrower or the Co-Borrower on account of any commitment fee, any participation fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and Borrower shall not be required to pay, such Lender’s portion of the Unused Revolving Loan Commitment Fee during the time such Lender is a Non-Funding Lender pursuant to clause (a) of such definition.

assistant: Fees
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 right to take by the intestacy laws. Appellee further argued that the doctrine of “after-acquired title” barred Appellant from regaining his interest in the property and entitled Appellee to the interest she claimed. The trial court issued an Order of Subsequent Summary Administration and distributed the property held by the estate. Appellee received a one-half interest, and Appellant’s sister received the other one-half interest. As to Appellant, the court found that he would take nothing “because he conveyed away all of his interest therein to [the father and Appellee] by his QuitClaim Deed executed” in 1990. Analysis The court’s ruling on this issue was an application of uncontested facts to the law; thus, our review is de novo. See Aills v. Boemi, 29 So.3d 1105, 1108 (Fla.2010) (<HOLDING>). Although the trial court discussed during the Options: A. holding that whether consent was valid under the fourth amendment is a question of law to be reviewed de novo B. holding that when the facts of a robbery are undisputed the imposition of the enhancement is a question of the application of the guidelines to be reviewed de novo C. holding question of law applied to undisputed facts reviewed de novo D. holding that waiver should be reviewed de novo when decided without trial on undisputed facts E. holding that antitrust standing is question of law reviewed de novo

assistant: The best answer is C. holding question of law applied to undisputed facts reviewed de novo
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Section 4(b) hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of Shares that correspond to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the Shares to be issued within ten (10) days following the issuance of such Shares unless such Shares have been issued by the Company from the Company’s treasury.

assistant: General