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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS COMMITMENT LETTER AND THE FEE LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) THE ACCURACY OF THE SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS AND WHETHER ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS HAVE BEEN BREACHED AND WHETHER YOU (OR YOUR AFFILIATES) HAVE THE RIGHT TO TERMINATE YOUR (OR THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT OR TO DECLINE TO CONSUMMATE THE ACQUISITION AND (Y) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT SHALL, IN EACH CASE BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER . With respect to any suit, action or proceeding arising in respect of this Commitment Letter or the Fee Letter or any of the matters contemplated hereby or thereby, the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, and irrevocably and unconditionally waive any objection to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or the Commitment Parties.

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: Each Party hereto shall, throughout the term of this Agreement, carry appropriate insurance with a reputable insurance company covering property damage, business interruptions, automobile and general liability insurance (including contractual liability) to protect its own business and property interests; provided that each Party shall be permitted to reasonably self-insure against the liabilities specified in Article VII .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Id. [33] The advisory sentence is the starting point the legislature has selected as an appropriate sentence for the crime committed. Abbott v. State, 961 N.E.2d 1016, 1019 (Ind.2012). At the time of his sentencing, the advisory sentence for a Class D felony was one-and-one-half years, with a minimum of six months and a maximum of three years. Here, the trial court imposed the maximum sentence but suspended one year to probation. In arriving at this sentence, the trial court found as mitigating circumstance the fact that Wahl had no criminal history at the time. However, the trial court found the nature of the offense and the fact that the victim was “less than 12 years of age” to be an aggravating circumstance. (Tr. p. 852). See Kile v. State, 729 N.E.2d 211, 214 (Ind.Ct.App.2000) (<HOLDING>). [34] As for the nature of the offense, Wahl Options: A. holding that dependent upon the circumstances of the case a defendants deportability could be viewed as either a mitigating or an aggravating factor B. recognizing attorneys substantial experience in the practice of law as an aggravating factor C. holding that trial court did not err D. holding evidence sufficient to support aggravating factor of old age E. holding that the trial court did not err in using the particularized factual circumstances of the case namely the victims age as an aggravating factor

assistant: The best answer is E. holding that the trial court did not err in using the particularized factual circumstances of the case namely the victims age as an aggravating factor
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: Trustor shall indemnify and hold Beneficiary and the other Indemnified Parties harmless from and against any and all Hazardous Substance Claims and Losses. Any amounts paid or required to be paid by any Indemnified Party in connection with any Hazardous Substance Claims and Losses (a) shall be due and payable by Trustor to such Indemnified Party within five (5) days of such Indemnified Party’s demand (which demand shall be accompanied by evidence in reasonable detail of such amounts by the Indemnified Party); and (b) shall bear interest from the date such amounts are due and payable by Trustor at the Default Rate. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor’s obligations under this Paragraph 5.06 shall survive and remain effective (i) following the repayment of the obligations secured by this Deed of Trust and the reconveyance of the Property under this Deed of Trust; and (ii) following any foreclosure, deed in lieu of foreclosure, or similar proceeding through which Beneficiary or any other Person obtains title to the Property. Without limiting any of the terms of the Loan Documents, each of the Indemnified Parties, in its reasonable discretion (x) shall have the right to select, retain and direct attorneys, accountants, consultants, and experts acceptable to such Indemnified Party to represent or advise it in connection with any of the Hazardous Substance Claims and Losses (provided, however, that each of the Indemnified Parties shall cooperate with Trustor to avoid any unreasonable duplication of efforts and unnecessary costs and expenses, and until an Event of Default occurs, Trustor, subject to the reasonable approval of the Indemnified Parties, may hire and engage such parties and shall take the lead in all matters), and all reasonable out-of-pocket costs, fees expenses and advances made or incurred by such Indemnified Party in connection therewith shall be deemed to be included in the Hazardous Substance Claims and Losses; and (y) following the occurrence of an Event of Default, shall have the right to settle, compromise, adjust, and pay any or all of the Hazardous Substance Claims and Losses asserted against or incurred or suffered by it for such amounts and on such terms as the Indemnified Party may reasonably determine. Nothing contained in this Deed of Trust shall be deemed to obligate any Indemnified Party to pay any Hazardous Substance Claims and Losses.

assistant: Indemnity
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: it was unlikely that these drugs were connected with the firearms. If someone had broken into the defendant’s house, the court has to ask itself, would the defendant — could the defendant have gotten to that firearm quickly to use the firearm to protect his drug stash or perhaps parate safe from that which housed a majority of the guns, we cannot ignore the type and quantity of guns found. Moore did not merely possess a hunting rifle or two. See Hardin, 248 F.3d at 496 (“There could be a factual scenario ... where the firearm is an unloaded hunting rifle located in a closet, and the enhancement might not apply.”). Rather, Moore possessed twenty-eight firearms, including short-barreled rifles, several semiautomatic weapons, and three illegal machine guns. See Huffman, 461 F.3d at 788 (<HOLDING>); United States v. Wyatt, 102 F.3d 241, 243 Options: A. holding that the key factor in determining the applicability of section 1981 to an employee who spends time abroad is the relevant work station B. holding that previous sworn statements made by a plaintiff in his request for disability benefits is a material factor for the court to consider in determining whether he is entitled to ada relief C. holding that additional consideration is a factor in determining whether there is an implied contract of employment D. holding that the application of the enhancement for using a firearm in connection with another felony offense is proper only if there is a clear connection between the firearm that was used in the other offense and the one that was used in the offense of conviction E. holding that a relevant factor to consider in determining the applicability of the fortress theory is whether the type of firearm found in that case an automatic assault rifle is one that is commonly used by drug dealers

assistant: The best answer is E. holding that a relevant factor to consider in determining the applicability of the fortress theory is whether the type of firearm found in that case an automatic assault rifle is one that is commonly used by drug dealers
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: 2406. Thus, the problem with the order of the district court before us boils down to a matter of standard of review. Had the district court applied de novo review to the magistrate judge’s order, we would have no need to remand the case. See United States v. Weissberger, 951 F.2d 392, 398 (D.C.Cir.1991) (finding that the magistrate judge exceeded her authority but that any defect was cured by the district court’s de novo review of the original order). However, in its analysis, the district court repeatedly underscored its deferential stance with regard to the magistrate judge’s order. There is simply no way to read the district court’s analysis as a product of its independent judgment. Therefore, we must vacate the district court’s order and remand. See Ocelot Oil, 847 F.2d at 1464 (<HOLDING>). In light of the accelerated nature of this Options: A. holding that the district courts review of a partial and truncated record was error and remanding the case for review on the entire administrative record B. holding that review of a partial and truncated record by the district court was error and case remanded for review on the entire administrative record C. holding that a grant of summary judgment may be affirmed on any independent ground revealed by the record D. holding that although the district court had reviewed the record thoroughly it had done so constrained by the assumption that the magistrates order must be affirmed absent clear error and therefore remanding for the court to review the record in light of its own independent judgment E. holding that judgment may be affirmed on any ground supported by the record

assistant: The best answer is D. holding that although the district court had reviewed the record thoroughly it had done so constrained by the assumption that the magistrates order must be affirmed absent clear error and therefore remanding for the court to review the record in light of its own independent judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: brought pursuant to 42 U.S.C. § 1983 against Defendant OASAS and Defendants Gonzalez-Sanchez, Lawler and Felter in their official capacities must be dismissed because of Eleventh Amendment immunity. See Dkt. No. 9-1 at 16-17. The Eleventh Amendment provides a state with sovereign immunity from suit. See Virginia Office for Protection and Advocacy v. Stewart, — U.S. -, 131 S.Ct. 1632, 1638, 179 L.Ed.2d 675 (2011) (citation omitted). “[A]bsent waiver or valid abrogation, federal courts may not entertain a private person’s suit against a State.” Id. at 1638 (citation omitted). Generally, New York and its agencies enjoy sovereign immunity from suit in federal court under the Eleventh Amendment. See Woods v. Rondout Valley Central Sch. Dist. Bd. of Educ., 466 F.3d 232, 236 (2d Cir.2006) (<HOLDING>) (citation omitted). To the extent that Options: A. holding that the eleventh amendment extends beyond the states themselves to state agents and state instrumentalities B. holding that the protection afforded by the eleventh amendment extends not only to the states themselves but also to their instrumentalities and government officials acting in that capacity C. recognizing the eleventh amendment does not bar the united states from suing a state D. holding that state agencies are treated as states under the eleventh amendment E. holding that the eleventh amendment does not bar the united states from asserting an indemnity claim against a state

assistant: The best answer is A. holding that the eleventh amendment extends beyond the states themselves to state agents and state instrumentalities
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 Golden Minerals and William has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of Golden Minerals and William, enforceable in accordance with its terms and conditions. Except for approval of the listing of the Consideration Shares by the NYSE American and Toronto Stock Exchange, neither Golden Minerals nor William need give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency or stock exchange in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Golden Minerals and William.

assistant: Authorizations
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 agrees to employ Executive, and Executive agrees to be employed by the Company, for a period (the “ Initial Term ”) commencing on the Effective Date and ending on the third (3 rd ) anniversary of the Effective Date, unless earlier terminated in accordance with Section 4. If neither party gives the other at least ninety (90) days written notice that it intends for this Agreement to terminate at the end of the Initial Term, then this Agreement will continue for successive one-year terms (each a “ Renewal Term ”), unless earlier terminated in accordance with Section 4, until either party gives the other party at least ninety (90) days written notice that it intends for this Agreement to terminate at the end of any then-existing Renewal Term. The term that Executive is employed hereunder will constitute the “ Term ”. If either Executive or the Company gives timely notice of termination pursuant to this Section 2, then Executive’s employment shall end on the last day of the then-existing Initial Term or Renewal Term, as applicable. A termination of Executive’s employment by reason of a timely notice of termination pursuant to this Section 2 shall not be considered a termination for Cause or without Cause by the Company, or a termination for Good Reason or without Good Reason by Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Both before and after giving effect to the sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2018-A Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller or any affiliate thereof. The Seller is receiving from the Purchaser reasonably equivalent value in exchange for the transfer of 2018-A Exchange Note.

assistant: Solvency
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: 273 S.W.3d 157, 163 (Tex.Crim.App.2008). Nisi means “unless,” so a judgment nisi is valid unless a party takes action causing it to be withdrawn. Id. Similarly, a withdrawal notification issued pursuant to § 501.014(e), triggers a trust fund withdrawal, serves as notice of the collection proceeding, and continues to operate unless the inmate takes action causing the notification to be withdrawn. Therefore, rather than refer to that document as an order, we prefer to use the term "withdrawal notification” to avoid confusion with an underlying court order or judgment ordering the payment of a sum falling within at least one of the six priority categories listed in the statute. 2 . See Johnson v. Tenth Judicial District Court of Appeals at Waco, 280 S.W.3d 866, 869 (Tex.Crim.App.2008) (<HOLDING>). 3 .In assessing the risk of erroneous Options: A. holding that orders directing withdrawal of funds from inmate trust accounts is not a criminal matter B. holding that a third party who receives trust property on inquiry notice that a trustee has misappropriated trust funds is also liable for breach of trust C. holding that defendant was responsible for the delay from the withdrawal of his guilty plea D. holding that the government was not responsible for delay from withdrawal of guilty plea E. holding that companys president was trustee of trust funds because he had control and direction over the funds

assistant: The best answer is A. holding that orders directing withdrawal of funds from inmate trust accounts is not a criminal matter
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: in the event of any failure of any app to conform to any applicable warranty , you may notify apple , and apple will refund the purchase price , if any , for the app to you ; to the maximum extent permitted by applicable law , apple will have no other warranty obligation whatsoever with respect to the apps , and any other claims , losses , liabilities , damages , costs or expenses attributable to any failure to conform to any warranty will be solely governed by these terms and conditions .

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: The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of June 10, 2016 is set forth in the Company’s Form 10-Q Periodic Report for the periods ended April 30, 2016 (the “ Form 10-Q ”) and, except as set forth in the on Schedule 2.1(c) hereto , is the authorized and issued and outstanding capital stock of the Company as at the date hereof.

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: In the event that Executive elects to sign and return to the Company a copy of this Agreement, he/she has a period of seven (7) days (the "Revocation Period") following the date of such execution to revoke this Release, after which time this agreement will become effective (the "Effective Date") if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after the Executive signs this Release at which time the Revocation Period shall expire.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the lack of a defense were nothing more than her personal belief in the dynamics of the criminal justice system. While the court stated that Barnes, Arkins and Donovan all had an interest in Spears’ prosecution, that was not enough to constitute a vindictive animus for prosecuting Spears for exercising his legal right to a fair trial in the state’s murder ease against him. Nothing in the record shows that these findings are clearly erroneous. Even if we decide that Barnes, Arkins and Donovan did act with a vindictive animus, it is well settled that the actions of an investigating agency will not be imputed to a federal prosecutor. Dickerson, 975 F.2d at 1251; United States v. Hastings, 126 F.3d 310, 314 (4th Cir.1997), cert. denied, — U.S. -, 118 S.Ct. 1388, 140 L.Ed.2d 648 (1998) (<HOLDING>); United States v. Monsoor, 77 F.3d 1031, 1035 Options: A. holding patentees are restricted by prosecution history estoppel to the scope of what they ultimately claim B. holding plaintiff responsible for attorney error C. holding that unlawful biases of an investigating agency are not imputed to those ultimately responsible for the prosecution D. recognizing that withholding of exculpatory evidence by police is imputed to the prosecution E. recognizing a crime lab as part of the prosecution team and that any favorable evidence known to the others acting on the governments behalf is imputed to the prosecution

assistant: The best answer is C. holding that unlawful biases of an investigating agency are not imputed to those ultimately responsible for the prosecution
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: 13 of the Convention applies in this case. Under this exception, a district court is not bound to return a wrongfully removed or retained child if the respondent demonstrates by a preponderance of the evidence that the petitioner “had consented to or subsequently acquiesced in the removal or retention.” Hague Convention, art. 13(a); see also 42 U.S.C. § 11603(e)(2)(B). We agree with the district court that Rivera Castillo’s argument is unavailing. As previously discussed in the context of our review of the parties’ latest “shared intent,” Asuncion Mota’s consent to her daughter’s relocation was conditioned upon her own ability to join father and daughter in New York. The failure of this condition annulled Asuncion Mota’s consent. Cf. Baxter v. Baxter, 423 F.3d 363, 371 (3d Cir.2005) (<HOLDING>). Rivera Castillo also urges us to consider Options: A. holding there is no consent as a matter of law where the consent was given under coercion B. holding that legislature does not specify when consent must be given or limit the form or nature of consent to any particular type for purposes of compliance with family code section 102004a2 C. holding that the nature and scope of the petitioners consent and any conditions or limitations should be taken into account in examining a consent defense under article 13 of the convention D. recognizing that consent is an exception to the warrant requirement and that voluntariness of consent depends on the totality of the circumstances E. holding that a search exceeded the scope of the initial oral consent and was not validated by a subsequent written consent an allegedly consensual seizure must stand or fall on the basis of the consent preexisting the seizure

assistant: The best answer is C. holding that the nature and scope of the petitioners consent and any conditions or limitations should be taken into account in examining a consent defense under article 13 of the convention
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: not impliedly preempt the field of law related to the price, route, and service of motor carriers of property, and does not impliedly preempt by conflict her state-law claims. As stated above, in Kelley the Tenth Circuit Court of Appeals concluded that § 14501(c) preempts the field of law regarding price, route, and service of motor carriers of property. See Kelley, 69 F.3d at 1509-10 (“Here, Congress has clearly chosen ... to preempt the entire field of price, service, and route regulation of intrastate motor carrier activities.”). Furthermore, other federal courts have held that § 14501(c)(1) expressly preempts state tort claims relating to price, route, or service against motor carriers of property. See, e.g., Data Mfg., Inc. v. United Parcel Serv., Inc., 557 F.3d 849 (8th Cir.2009) (<HOLDING>); Deerskin Trading Post, Inc. v. United Parcel Options: A. holding plaintiffs statelaw claims alleging common law misrepresentation and statutory misrepresentation under the texas insurance code art 2121 not preempted because they were not dependent on the right to recover benefits under the erisa plan B. holding fraudulent representations to the fda could not sustain statelaw claims C. holding that 14501c1 preempted statelaw claims of fraudulent and negligent misrepresentation and money had and received related to billing practices of motor carrier of property D. holding negligent misrepresentation sufficient E. holding misrepresentation claim to be preempted

assistant: The best answer is C. holding that 14501c1 preempted statelaw claims of fraudulent and negligent misrepresentation and money had and received related to billing practices of motor carrier of property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that the services to be rendered hereunder are unique and personal in nature. Accordingly, Executive may not assign any rights or delegate any duties or obligations under this Agreement. The rights and obligations of the Bank under this Agreement shall automatically be assigned to the successors and assigns of the Bank (including, but not limited to, any successor in the event of a Change in Control, as well as any other entity that controls, is controlled by, or is under common control with, any such successor), and shall inure to the benefit of, and be binding upon, such successors and assigns. This Agreement shall be binding upon Executive, as well as, Executive’s heir, executors and administrators of Executive or Executive’s estate and property.

assistant: Assignments
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: allowing other claimants to potentially receive a distribution from the overpayment refund. The court therefore concludes that the Applicant’s request for an administrative expense was timely. C. The Right to Payment Although the Applicant has been awarded compensation entitled to be paid as an administrative expense, the Applicant is not necessarily entitled to be paid by the Trustee, the Debtor, or any other person. As the Applicant notes in its supplemental brief, the allowance of an administrative expense is one thing, while payment of an administrative expense is another. In re Sweports, Ltd., 777 F.3d at 366-67 (bankruptcy court could approve fees and expenses even though no funds were available for distribution after dismissal); In re Fox, 140 B.R. 761, 765 (Bankr.D.S.D.1992) (<HOLDING>). The same holds true for compensation which, Options: A. recognizing that no private right of action exists for subsection a violations B. holding that such a duty exists C. recognizing that no guarantee of payment exists even if administrative expense allowed D. holding that no private right of action exists E. recognizing that representation of a corporation by its officers in administrative proceedings is allowed

assistant: The best answer is C. recognizing that no guarantee of payment exists even if administrative expense allowed
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 hereto shall execute and deliver all such further instruments and documents as reasonably may be requested by the other party in order to carry out fully the intent and accomplish the purposes of this Agreement and the transactions referred to herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A Participant shall be entitled to benefits under this Appendix only if the Participant retires or otherwise terminates employment with the Company and its Affiliates on or after the Participant’s attainment of age fifty-five (55) and on or after the date on which the Participant has completed ten (10) years of service. For purposes of this Plan, a Participant shall be credited with years of service equal to the Participant’s years of Vesting Service credited under the Savings Plan, provided that years of service with York International Corporation (or any affiliate thereof) prior to January 1, 2006 shall not be counted as years of service hereunder. In the event that a Participant’s employment is terminated, including due to death, prior to satisfying the vesting requirements of this paragraph, no benefit shall be payable from this Appendix.

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: Except as otherwise specifically provided for herein, any notice, demand or communication hereunder shall be given in writing and mailed or delivered to each party at its address or telecopier number set forth below, or, as to each party, at such other address or telecopier number as shall be designated by such party by a prior notice to the other party in accordance with the terms of this provision.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the fullest extent permitted by Law, the Partnership shall indemnify and hold harmless the General Partner and its partners, officers, directors, agents and employees (each an “ Indemnified Person ”) against any and all costs, losses, damages, liabilities, including legal fees and other expenses suffered or sustained by it by reason of (i) any act or omission arising out of or in connection with the Partnership or this Agreement, or (ii) any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative), actual or threatened, in which such Indemnified Person may be involved, as a party or otherwise, arising out of or in connection with such Indemnified Person’s service to or on behalf of, or management of the affairs or assets of, the Partnership, or which relate to the Partnership, provided that the Indemnified Person’s acts, omissions or alleged acts or omissions were not made in bad faith or did not constitute gross negligence, willful misconduct or fraud and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partner shall not have any personal liability to the General Partner on account of such loss, damage or expense.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: please read carefully the following terms and conditions ( `` terms '' ) and our privacy policy , which may be found at academia.edu/privacy and which is incorporated by reference into these terms .

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: given multiple opportunities to do so. 2 . In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir.1981) (en banc), this Court adopted as binding precedent all decisions of the former Fifth Circuit handed down prior to close of business on September 30, 1981. 3 . Sanders does not assert the Government was in contact with the victim at some point prior to the day before the start of the trial, nor does Sanders allege the Government in any way delayed informing him regarding its meeting with the victim, during which the victim was shown the photographic lineup. Moreover, we need not consider Sanders' claim the photographic lineup was "unduly suggestive,” as he raises this argument for the first time in his reply brief. See United States v. Dicter, 198 F.3d 1284, 1289 (11th Cir.1999) (<HOLDING>). 4 . Contrary to Sanders' contention, the Options: A. holding argument not raised in opening brief but raised for the first time in reply brief was waived B. holding that a partys failure to raise an issue in the opening brief waived the issue even though the party raised the issue in his reply brief C. holding argument is waived when raised for first time in reply brief D. holding an appellant who raised an issue for the first time in his reply brief waived the claim E. holding that a contention raised for the first time in a reply brief was waived

assistant: The best answer is D. holding an appellant who raised an issue for the first time in his reply brief waived the claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 4 . The Civil Code articles dealing with obligations were extensively revised in 1984. The articles in effect before the 1984 revisions apply here. We will apply them throughout this opinion. 5 . Nine months into the first year of the plan, the Diocese and Gallagher modified the contract by agreeing that the Diocese would establish an additional loss fund of $200,000 and pay an extra premium. However, we do not see the parties' modification here as a new contract. As Gallagher stated in its endorsement, the parties here merely agreed to ''amend[]” the "aggregate sum agreed hereon in respect of the first period of insurance, from July 1, 1981 to July 1, 1982.” Because this amendment did not create a new contract, it did not discharge Gallagher's original express warranty. See id. (<HOLDING>). 6 . Gallagher also claims that there is a Options: A. holding that plaintiff stated a claim for breach of contract when it alleged the government failed to purchase insurance for plaintiff as agreed by contract B. holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur C. holding that parties who agreed to substitute a hotwater heating system for the hotair system stipulated in contract did not make a new contract but only amended the existing contract D. holding that person who is not party to contract does not have standing to challenge contract E. holding that the law will not imply a contract where there is an existing express contract covering the same subject matter

assistant: The best answer is C. holding that parties who agreed to substitute a hotwater heating system for the hotair system stipulated in contract did not make a new contract but only amended the existing 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 legal provision and list the applicable contract clause categories. Provision: EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 4.5.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: installed in the plaintiff's office recorded no sound and that the videotape created by that camera shows only the movements of the people in that office,” there was no violation of the federal or Pennsylvania wiretap acts); United States v. Grice, 37 F.Supp.2d 428, 429-30, 432 (D.S.C.1998) (same); cf. Ages Group, L.P. v. Raytheon Aircraft Co., 22 F.Supp.2d 1310 (M.D.Ala.1998) (recognizing that since videotaping may have included oral as well as video component, summary judgment was appropriate); State v. Howard, 728 A.2d 1178 (Del.Super.Ct.1998) (recognizing that the audio component of a video recorder is subject to "Delaware's Wiretap Statute, which parallels the federal wiretap statute”). 10 . See also Epps v. St. Mary’s Hospital of Athens, Inc., 802 F.2d 412, 415 (11th Cir.1986) (<HOLDING>); Anonymous v. Anonymous, 558 F.2d 677, 679 (2d Options: A. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees B. holding that the question of whether the defendants recording device was an intercepting device was a question of law appropriate for summary judgment C. holding description which used phrase articles of personal property now or hereafter attached to delivered for use installed in or used in connection with said premises sufficient to cover air conditioning and heating equipment D. holding that it was appropriate for the district court to refer to the documents attached to the motion to dismiss since the documents were referred to in the complaint E. holding that the interception device was not the equipment used to record the conversation but the dispatch console to which the recorder was attached

assistant: The best answer is E. holding that the interception device was not the equipment used to record the conversation but the dispatch console to which the recorder was attached
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 entry. Officer Bostwick, who was found credible by the district court, testified that the officers waited “approximately a minute” between announcing their presence and forcing entry. (Apx. at 83). Officer Anderson did not specifically state how much time elapsed, but he testified that the officers pounded the door for a “few seconds, maybe ten seconds,” before listening for a response and eventually forcing entry. (Apx. at 100). There is substantial precedent, both in this circuit and others, for the proposition that a wait of no more than fifteen seconds between announcement and entry may be sufficient when a drug search warrant is executed. See United States v. Spikes, 158 F.3d 913, 925-27 (6th Cir.1998), cert. denied, 525 U.S. 1086, 119 S.Ct. 836, 142 L.Ed.2d 692 (1999) (<HOLDING>); United States v. Gatewood, 60 F.3d 248, 250 Options: A. holding that plaintiff in survival action bears burden of proving that death was not instantaneous although a few seconds survival constitutes sufficient amount of time to vest accrual of cause of action B. holding statutory violation sufficient cause C. holding evidence legally sufficient D. holding fifteen to thirty seconds sufficient E. holding that there was sufficient evidence of wanton endangerment where a bullet came within fifteen feet of a bystander

assistant: The best answer is D. holding fifteen to thirty seconds sufficient
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 invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby represents and warrants to the undersigned that the Company’s representations and warranties as set forth in Section 3.1 and as set forth covenants listed in Article IV of the Securities Purchase Agreement, dated as of August 30, 2016 (the “ Purchase Agreement ”), together with any updates in the Company’s SEC Reports subsequent to the Purchase Agreement, are true and correct as of the date hereof and have been fully performed as of the date hereof. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: act sufficient to satisfy the state-created danger test. As discussed above, the Plaintiffs have not produced any evidence on which a reasonable factfinder could conclude that an SCPD policymaker announced a policy or deliberately acquiesced to a custom of delegating law enforcement power to liquor licensee personnel. The Plaintiffs have presented evidence of a series of events in which SCPD officers, upon arriving at the scene of a confrontation between individuals and liquor licensee personnel, handcuffed the individuals while taking no direct action against the bar employees. Even if this course of conduct could be taken to establish an affirmative act, we are skeptical that it could satisfy either the causation or mens rea elements of the state-created danger test. See id. at 281 (<HOLDING>). The District Court properly dismissed the Options: A. holding that such a physician was a state actor under 1983 B. holding that amtrak was a state actor C. holding that state action occurs when inter alia the party charged with the deprivation is a person who may fairly be said to be a state actor D. holding that a state agency created under state law was a state actor E. holding that the harm ultimately caused was foreseeable and fairly direct and that a state actor acted with a degree of culpability that shocks the conscience

assistant: The best answer is E. holding that the harm ultimately caused was foreseeable and fairly direct and that a state actor acted with a degree of culpability that shocks the conscience
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive represents that Executive has been provided all benefits due under the Family and Medical Leave Act and that Executive has received all wages due , other than as accrued but unpaid as of the date of this Release , including overtime pay, premium pay, vacation pay, bonus pay, commissions, or other compensation, and that Executive has received all appropriate meals and rest breaks to which Executive was entitled, in compliance with the Fair Labor Standards Act and applicable state and local law, that Executive has no known workplace injuries or occupational diseases, and that Executive has not made any report of or opposed any fraud or other wrong doing at ServiceMaster and that Executive has not been retaliated against for reporting or opposing any alleged fraud or other wrongdoing at ServiceMaster.

assistant: Representations
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 obligation to deliver shares upon the settlement of RSUs awarded under this Agreement shall be subject to applicable federal, state and local tax withholding requirements. The Grantee, subject to such withholding rules as may be adopted by the Administrator, may elect to have shares of Common Stock withheld upon settlement in an amount not to exceed the number of shares necessary to satisfy the maximum federal, state and local income and employment tax withholding requirements. If the Grantee has elected to defer the settlement of RSUs as described in Section 5 of this Agreement, the Grantee, subject to such withholding rules as may be adopted by the Administrator, may elect to have shares of Common Stock withheld upon such deferral in an amount not to exceed the number of shares necessary to satisfy the maximum employment tax withholding requirements.

assistant: Withholdings