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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Dr. Fulero’s testimony transgressed Fed. R.Evid. 403, which provides that: “Although relevant, evidence may be excluded if its probative value is substantially outweighed by the danger of unfair prejudice, confusion of the issues, or misleading the jury, or by r. 1996) (applying a deferential standard to conclude that “the district court properly recognized the very real danger that the proffered expert testimony could either confuse the jury or cause it to substitute the expert’s credibility assessment for its own”); United States v. Curry, 977 F.2d 1042, 1052 (7th Cir.1992) (“the district court’s decision to exclude Dr. Loftus’ testimony was a proper exercise of its discretion, whether under Rule 702 or Rule 403.”); but cf. United States v. Gallardo, 497 F.3d 727, 733 (7th Cir.2007) (<HOLDING>). Similarly, in United States v. Rincon, 28 Options: A. holding that where the record reveals no conflict in the evidence or impeachment of any witness the reviewing court may find the award was not based upon disbelief of the testimony of the witnesses B. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness C. holding that the district court did not abuse its discretion in limiting testimony to only one witness where additional witnesses would have provided the same testimony D. holding any error in admitting testimony of expert witness was harmless because it was cumulative of same testimony given by six other expert witnesses who testified at trial E. holding that expert testimony on effect of drug abuse on witness memory would intrude upon the jurys role in assessing witness credibility only because the defendant had not put forth any evidence to show that the witnesses actually used drugs and that thus there was no factual link between the experts testimony and the specific witnesses

assistant: The best answer is E. holding that expert testimony on effect of drug abuse on witness memory would intrude upon the jurys role in assessing witness credibility only because the defendant had not put forth any evidence to show that the witnesses actually used drugs and that thus there was no factual link between the experts testimony and the specific witnesses
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 a paralegal spent 0.70 hours of time in the aggregate preparing the Application, the itemized statement, the notice, the proposed order and the certificate of service. Preparation of the Application appears to have been properly apportioned between the principal and the paralegal to ensure efficiency. Moreover, because the Applicant was required to promptly file the motion to dismiss upon receiving such instruction from the Debtor, it would be unfair to deny the Applicant compensation to which it would otherwise be entitled under section 330(a). The court finds that the Applicant has demonstrated that the time spent preparing the Application was reasonable. The court must stress that the decision in this case may be the exception, not the rule. See In re Williams, 378 B.R. at 823 (<HOLDING>) (citing Collier on Bankruptcy ¶ Options: A. recognizing that generally services that benefit debtor are services that facilitate completion of a case B. holding that an attorneys services were personal services rendered or labor done under the predecessor statute to section 38001 C. holding evidence of apparent authority insufficient where patient sought services of particular doctor rather than services of hospital generally D. holding that an attorneys cause for services rendered over a period of time accrued when his services had been completely performed E. holding that a person may regularly render debt collection services even if these services are not a principal purpose of his business

assistant: The best answer is A. recognizing that generally services that benefit debtor are services that facilitate completion of a case
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 the due date.” Consent Motion at 1. As was made clear in Pioneer, however, “inadvertence, ignorance of the rules, or mistakes construing the rules do not usually constitute ‘excusable’ neglect.” 507 U.S. at 392, 113 S.Ct. 1489. See also Fox v. Am. Airlines, 389 F.3d 1291, 1294 (D.C.Cir.2004) (parties are “obligated to monitor the court’s docket”); Halmon v. Jones Lang Wootton USA, 355 F.Supp.2d 239, 244 (D.D.C.2005) (“Parties have an obligation to monitor the court’s docket and keep apprised of relevant deadlines.”). It is easy to see why this is so. If a simple mistake made by counsel were to excuse an untimely filing, “it [would be] hard to fathom the kind of neglect that we would not deem excusable.” Lowry v. McDonnell Douglas Corp., 211 F.3d 457, 464 (8th Cir.2000) (<HOLDING>). See also Spears v. City of Indianapolis, 74 Options: A. holding plaintiff bears the burden of showing that delay was due to oversight inadvertence or excusable neglect B. holding that the states failure to object to a late petition for appeal of a termination order granted by the trial court on the basis of excusable neglect constituted a waiver of the states right to contest excusable neglect on appeal to the court of appeals C. holding that failure to accurately calculate the thirtyday appeal period is not excusable neglect D. holding that the circuit judge did not have the authority to extend the thirtyday time limit for filing a notice of appeal E. holding that the concept of excusable neglect could not be invoked to gloss over a failure to take minimum safeguards for determining that action is being taken

assistant: The best answer is C. holding that failure to accurately calculate the thirtyday appeal period is not excusable neglect
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: be cause (1) his argument that there existed evidence that he believes would have proven the mitigating factor set forth at 42 Pa.C.S. § 9711(e)(2) is not well supported; and (2) even if such evidence did exist, Appellant has failed to show that the establishment of the (e)(2) mitigating factor based on such “evidence” would have had a meaningful impact on his sentence. Finally, we agree with the PCRA court that a revised diagnosis of alcohol dependence in lieu of the diagnosis given to the jury of alcohol abuse and probable dependence is of no moment. There is no basis for the conclusion that this revision, had it occurred, would have caused the jury to weigh differently the mitigating versus aggravating circumstances. See Commonwealth v. Spotz (“Spotz VI”), 18 A.3d 244, 315 (Pa.2011) (<HOLDING>). Because Appellant has not shown that trial Options: A. holding that it was permissible to ask whether a juror would consider death sentence if juror determined aggravating circumstances outweighed mitigating circumstances B. holding that dependent upon the circumstances of the case a defendants deportability could be viewed as either a mitigating or an aggravating factor C. holding that prejudice is shown where a sentencing error may affect the determination of sentence D. holding imposition of the death penalty proportionate where the trial court found two aggravating circumstances ccp and contemporaneous murder two statutory mitigating factors and a number of nonstatutory mitigating factors E. holding that prejudice is not shown without establishing that a revised psychological diagnosis would have caused the jury to weigh differently the mitigating versus aggravating circumstances

assistant: The best answer is E. holding that prejudice is not shown without establishing that a revised psychological diagnosis would have caused the jury to weigh differently the mitigating versus aggravating circumstances
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 Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Restricted Subsidiary is subject, and all other matters known to it, that, as of the Effective Date, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. All reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party or any Restricted Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) other than projections, other forward-looking information and information of a general economic or industry specific nature, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date (it being understood that projections are subject to inherent uncertainties and contingencies which may be outside the control of any Loan Party and that no assurance can be given that such projected financial information will be realized).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither such Purchaser nor its Affiliates, any of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for such Purchaser, in connection with this Agreement or the transactions contemplated by this Agreement, in each case, whose fees the Company would be required to pay.

assistant: Brokers
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 Executive shall serve the Company and Subsidiaries as CEO, under the terms and conditions provided herein. The Executive’s duties hereunder shall include such duties as are normally incident to the position of CEO. The Executive shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and to the promotion of its interests. To further perform the Executive duties as are commonly incumbent upon that position, the Executive agrees to travel to or work at other locations, from time to time, as reasonable for the benefit of the company. It is understood and acceptable that the Executive works for other organization and businesses outside the Company.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if at any point you do not agree to any portion of the then-current version of our terms of service , the supercell privacy policy , or any other supercell policy , rules or codes of conduct relating to your use of the service , your license to use the service shall immediately terminate , and you must immediately stop using the service .

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: the power under the partnership agreement to require the Fund to reconvey its assets to the limited partners; this power of recon-veyance, they say, amounts to “control.” Third, Harvard, through Harprop (the only Class C limited partner of the General Partner), can direct the LLC (the general partner of the General Partner) to distribute the Fund’s assets to its limited partners, so it “controls” the Fund in that sense as well. To be sure, these scenarios suggest “control” in a lay sense. This case, however, is not concerned with the ordinary meaning of “control.” Where the parties to a contract take pains to define a key term specially, their dealings under the contract are governed by that definition. See J.A. Sullivan Corp. v. Commonwealth, 397 Mass. 789, 494 N.E.2d 374, 378 (1986) (<HOLDING>). So it is here. The parties to the Options: A. holding that a contract should be read to give reasonable meaning to all provisions of that contract B. holding that construction that neutralizes any provision of a contract should not be adopted if the contract can be construed to give effect to all provisions C. recognizing that a contract is to be construed to give reasonable effect to each of its provisions D. holding that a contract must be read as a whole in order to give a reasonable and harmonious meaning and effect to all of its provisions citation omitted E. holding that contracts should be interpreted to give effect to all provisions

assistant: The best answer is C. recognizing that a contract is to be construed to give reasonable effect to each of its provisions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required or permitted to be given pursuant to the terms hereof shall be in writing and shall be delivered to the applicable addresses set forth in Section 1 of this Agreement either by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) Business Days after deposit, postage prepaid in the U.S. mail, (b) a nationally recognized and reputable messenger service or overnight courier, in which case notice shall be deemed delivered one (1) Business Day after deposit with such messenger or courier on or prior to 5:00 p.m., Eastern (if deposited after such time, notice shall be deemed given upon receipt of the notice by the addressee), (c) electronic mail, in which case notice shall be deemed delivered as of the date and time of entrance of such electronic mail into the information processing system designated by the recipient’s electronic mail address or (d) personal delivery with receipt acknowledged in writing, in which case notice shall be deemed delivered when received. The notice address for any party may be changed by written notice to the other party as provided herein.

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: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.20.

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: In the event the Receiving Party (or any of its Representatives) shall be Legally Required to disclose any Proprietary Information or Transaction Information, the Receiving Party shall, in advance of such disclosure, to the extent legally permissible, provide the Disclosing Party with notice of such requirement and a description of the Proprietary Information and Transaction Information that the Receiving Party or its Representative intends to disclose and to reasonably cooperate with the Disclosing Party to the extent it may seek to limit such disclosure, including, if requested, taking all reasonable steps, at the Disclosing Party’s expense, to resist or avoid any such legal, judicial, regulatory or administrative process or to obtain a protective order in respect thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia, as such laws are applied to agreements entered into and to be performed entirely within Virginia between Virginia residents. Any suit involving this Agreement shall be brought exclusively in a court sitting in Virginia. The parties agree that venue shall be proper in such courts, and that such courts will have personal jurisdiction over them.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (utilizing “coercion ... to attend” and would effectively prevent the State from collecting monies otherwise due to it, and it is difficult to draw a rational distinction between a bankrupt’s attempt to recover funds already paid to the state from one that seeks to discharge present debts to the state. Finally, suits only requesting non-monetary relief do not divest the state of its immunity. See Seminole Tribe, 517 U.S. at 58, 116 S.Ct. 1114 (“The Eleventh Amendment does not exist solely in order to ‘preven[t] federal-court judgments that must be paid out of a State’s treasury ....’”) (quoting Hess v. Port Auth. Trans-Hudson Corp., 513 U.S. 30, 48, 115 S.Ct. 394, 130 L.Ed.2d 245 (1994)); Pennhurst State Sch. & Hosp. v. Halderman, 465 U.S. 89, 100, 104 S.Ct. 900, 79 L.Ed.2d 67 (1984) (<HOLDING>). This principle reinforces the notion that we Options: A. holding that the eleventh amendment applies regardless of the nature of the relief sought B. holding that the defendants were not entitled to eleventh amendment immunity where the plaintiffs claims showed chronic and ongoing election violations and sought only prospective relief C. holding that coeur dalene exception to ex parte young applies only if the plaintiffs action implicates special sovereignty interests and the relief sought is the functional equivalent to a form of legal relief against the state that would otherwise be barred by the eleventh amendment citation and internal quotations omitted D. holding that the eleventh amendment applies in 1981 litigation E. holding that the eleventh amendment precludes an award of injunctive or declaratory relief that is not prospective in nature

assistant: The best answer is A. holding that the eleventh amendment applies regardless of the nature of the relief sought
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: No Obligor shall acquire or accept any Inventory which is part of the Borrowing Base on consignment or approval. No Obligor shall sell any Inventory which is part of the Borrowing Base on consignment or approval. Obligors shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

assistant: Sales
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: Midland Nat’l Life Ins. Co., 265 F.R.D. 436, 444 (S.D.Iowa 2009) (denying class certification for a proposed subclass finding inter alia the relief sought required extensive individualized inquiry to ascertain the class). b. Whether the Proposed Representatives Satisfy the Definition “The second ‘implicit requirement’ of Rule 23 is that each proposed representative is in fact a member of the proposed class____” In re Teflon, 254 F.R.D. at 363. While Christian necessarily meets the definitions Plaintiffs proffer, as she pre-paid for a documented six months of treatment under the care of Kerkhoff, who was at that time a member of The Masters Circle, for the above-mentioned reasons, the Court finds that the proposed class does not appropriately accommodate Rhiner’s circumstances. See id. (<HOLDING>). 3. Rule 23(b)(3) Even if Plaintiffs could Options: A. holding that defendants failure to renew their motion for judgment as a matter of law which was denied by the district court when they made it at the close of the evidence limited the relief the appellate court could grant to a new trial B. holding that it was proper in determining certification to consider whether certification would foster the settlement of the case with advantage to the parties and with great savings in judicial time and services C. holding that the trial court may not grant summary judgment on a ground not raised in the motion D. holding that the court could not in good conscience grant certification under the second implicit requirement when the court was unable to establish membership with objective certainty E. holding rule 54b certification invalid because unaccompanied by any statement of reasons and factors underlying trial courts decision to grant certification

assistant: The best answer is D. holding that the court could not in good conscience grant certification under the second implicit requirement when the court was unable to establish membership with objective certainty
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: 1058, 1061 (7th Cir.1981) (comity compels recognition of state privileges when there is no substantial cost to federal policies). New Mexico, like the vast majority of the other states, has recognized a self-critical analysis privilege in the medical context and has protected such discussions from discovery. See N.M.StatAnn. § 41-9-5 (precluding any party from using the confidential records of medical peer review proceedings in civil litigation). Moreover, out of comity, it is incumbent upon this Court to consider the New Mexico legislature’s conclusion that the public interest in confidential morbidity and mortality conferences outweighs the interest of a single party to discovery of those discussions. See Lora v. Bd. Educ. of the City of New York, 74 F.R.D. 565, 576 (E.D.N.Y.1977) (<HOLDING>); United States v. King, 73 F.R.D. 103, 105 Options: A. holding if a state holds out the expectation of protection to its citizens they should not be disappointed by a mechanical and unnecessary application of the federal rule B. recognizing the authority of each state to create protections for its citizens which might not be required under the federal concept C. recognizing that state agencies which are independent of the state are citizens of the state D. holding that due process and equal protection clauses of fourteenth amendment are not confined to protection of citizens rather they apply to all persons within the territorial jurisdiction E. holding that sovereign immunity barred a federal question suit against a state brought by one of its own citizens even though the text of the eleventh amendment only addresses suits brought by citizens of another state

assistant: The best answer is A. holding if a state holds out the expectation of protection to its citizens they should not be disappointed by a mechanical and unnecessary application of the federal rule
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Purchase Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Purchase Agreement. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Holdings, Parent Borrower and each of its Subsidiaries has (a) timely filed or caused to be timely filed all federal Tax Returns and all material state, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves in accordance with GAAP and (ii) which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Each of Holdings, Parent Borrower and each of its Subsidiaries has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each of Holdings, Parent Borrower and each of its Subsidiaries is unaware of any proposed or pending tax assessments, deficiencies or audits that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

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: (a) Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “ Plan ”), and the letter agreement, dated March 5, 2019, between Sirius XM Radio Inc. (“ Sirius XM ”) and the Executive (the “ Letter Agreement ”), the Company hereby grants to the Executive the right and option (this “ Option ”) to purchase ______________________ (_________) shares of common stock, par value $0.001 per share, of the Company (the “ Shares ”), at a price per Share of $____ (the “ Exercise Price ”). 2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.

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: This Fourth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Fourth Amendment by facsimile transmission or PDF attachment to email shall be effective as delivery of an original executed counterpart thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower Parties: (1) shall comply, in all material respects, with all material Requirements of Law of any Governmental Authority having jurisdiction over it or its business, and (2) shall, to the extent that the failure of the same would have a Material Adverse Effect, comply, in all respects, with all Contractual Obligations. The Borrower Parties shall, to the extent that the failure of the same would have a Material Adverse Effect, cause each of their respective Subsidiaries to: (1) comply, in all respects, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, and (2) comply, in all respects, with all Contractual Obligations.

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 legal provision and list the applicable contract clause categories. Provision: During the Term in effect at the time of this Agreement, the Executive shall be compensated at a base rate of $265,000 per year (the “Base Salary”). The Executive's Base Salary shall be reviewed by the CEO at least annually, and based on its evaluation of Executive's performance, may recommend to the Board of Directors of the Bank or the Company, as applicable, that the Executive's Base Salary be increased in such amount, if any, as may be determined by the Board of Directors of the Bank or the Company, as applicable. Base Salary shall be payable in accordance with the Employer's normal payroll practices.

assistant: Base Salary
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 Section 2.3(e), each Advance shall bear interest on the outstanding principal amount thereof from the date when made, continued or converted until paid in full at a rate per annum equal to (i) for Prime Rate Advances, the Prime Rate minus the Prime Rate Margin, and (ii) for LIBOR Advances, the LIBOR Rate plus the LIBOR Rate Margin. On and after the expiration of any Interest Period applicable to any LIBOR Advance outstanding on the date of occurrence of an Event of Default or acceleration of the Obligations, the amount of such LIBOR Advance shall, during the continuance of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Prime Rate plus five percent (5.0%). Pursuant to the terms hereof, interest on each Advance shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment of any Advance pursuant to this Agreement for the portion of any Advance so prepaid and upon payment (including prepayment) in full thereof. All accrued but unpaid interest on the Advances shall be due and payable on the Revolving Line Maturity Date.

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: Following the date of this Agreement, Xerox and Conduent shall use reasonable best efforts to cooperate in administering the Xerox Nonqualified Deferred Compensation Plans and the Conduent Nonqualified Deferred Compensation Plans for purposes of satisfying any obligations relating to the participation of any Conduent Employee or Former Conduent Employee under any Xerox Nonqualified Deferred Compensation Plans, or the participation of any Xerox Employee or Former Xerox Employee under any Conduent Nonqualified Deferred Compensation Plans, including in each case by exchanging any necessary participant records and engaging recordkeepers, administrators and other third parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each Investor hereby agree that the NOL Agreement shall terminate in full and be of no further force and effect, effective immediately following the “Closing” (as defined therein) under that certain Membership Interest Purchase Agreement by and among W2007/ACEP Managers Voteco, LLC, W2007/ACEP Holdings, LLC and the Company dated as of June 10, 2017, as the same may be amended from time to time.

assistant: Terminations
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) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than the Borrower, Holdings, and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a transaction (or series of related transactions) involving aggregate consideration in excess of $24,000,000, unless such transaction is (i) otherwise permitted (or required) under this Agreement or (ii) upon terms that are substantially no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directors of the Borrower or such Subsidiary in good faith.

assistant: Transactions With Affiliates
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: a provision that appeared in the certificate of incorporation. Stroud v. Milliken Enters., 585 A.2d 1306, 1308 (Del.Ch.1988), appeal dismissed, 552 A.2d 476 (Del.1989). In light of the three procedural means for ending a director’s term in Section 141(b), I do not believe a bylaw could impose a requirement that would disqualify a director and terminate his service. Rohe v. Reliance Training Network, Inc., 2000 WL 1038190, at *12 (Del.Ch. July 21, 2000). Section 141(b)’s recognition of the bylaws as a locus for director qualifications instead contemplates reasonable qualifications to be applied at the front end, before a director’s term commences, when the director is “elected and qualified.” 8 Del. C. § 141(b); see Triplex Shoe Co. v. Rice & Hutchins, Inc., 152 A. 342, 351 (Del.1930) (<HOLDING>). The concept of a bylaw that would end a Options: A. holding that although wade hearing may be constitutionally mandated under certain circumstances it is not mandated in all cases B. holding that the transfer of stock in an insolvent corporation did not constitute fair consideration to support conveyance of property to its stockholder C. holding that a shareholder had standing to bring a direct action against a director of a corporation because the director owed the shareholder a duty separate and apart from that which the director owed to the company D. holding under the 1898 act that neither the debtor nor its property was involved in stock ownership dispute E. holding that bylaw requiring a director to be a stockholder mandated stock ownership pri or to entering office

assistant: The best answer is E. holding that bylaw requiring a director to be a stockholder mandated stock ownership pri or to entering office
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 existence of an articulable suspicion.”) (citations and emphasis omitted). 19 See State v. Diamond, 223 Ga. App. 164, 166 (477 SE2d 320) (1996) (“The specific articulable suspicion must he based on the totality of the circumstances — objective observations, known patterns of certain kinds of lawbreakers, and inferences drawn and deductions made by trained law enforcement personnel.”). 20 See Melanson, supra at 854-855; Brown, supra; Garmon, supra at 677 (2) (recognizing that “in cases where there are some reasonable articulable grounds for suspicion, the state’s interest in the maintenance of community peace and security outweigh the momentary inconvenience and indignity of investigatory detention”). 21 Sanders v. State, 252 Ga. App. 609, 614-615 (2) (556 SE2d 505) (2001) (<HOLDING>). 22 See Sanders, supra; Scott v. State, 201 Options: A. holding that challenge to evidentiary sufficiency was waived where defendant stipulated before the trial court to all elements of the offense B. holding that defendants waived any challenge to the trial courts failure to hold an evidentiary hearing C. holding that on a review of the sufficiency of the evidence the court determines whether any rational trier of fact could have found all the elements of the offense beyond a reasonable doubt D. holding that two offenses are separate for the purposes of 4a12a1 where all the elements of the first offense occurred before any activity forming the basis of the second offense E. holding that a challenge to the weight of the evidence is waived for failure to present the issue first to the trial court

assistant: The best answer is A. holding that challenge to evidentiary sufficiency was waived where defendant stipulated before the trial court to all elements of the offense
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 provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. This Agreement may not be assigned (by operation of law or otherwise) without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided , however , that each of ACON, Fundamental and Mr. Mariotti is permitted to assign this Agreement to their respective Permitted Transferees of the Class B Common Stock and each ACON Holdco and Fundamental is permitted to assign this Agreement to its respective affiliates in connection with a transfer of the Class A Common Stock to such affiliate. Each of ACON, the ACON Holdcos, Fundamental and Mr. Mariotti shall cause any of their respective Permitted Transferees of the Class B Common Stock (or, in the case of an assignment of this Agreement by an ACON Holdco to one or more of its affiliates in connection with a transfer of Class A Common Stock, such ACON Holdco’s affiliate), to become a party to this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and its attachments represent the entire agreement regarding the subjects herein between ABG and GM and may be modified only in a writing executed by an authorized representative of each of the Parties. This Agreement governs the purchase of, and incentives provided for, 2018 Model Year vehicles. This Agreement places no obligations on either party regarding 2019 Model Year vehicles; ABG is under no obligation to submit orders for 2019 Model Year vehicles and GM is under no obligation to pay incentives on 2019 Model Year vehicles (even if ABG places early orders for such vehicles prior to the execution of a 2019 Model Year agreement). The purchase of, and incentives provided for, 2019 Model Year vehicles will be governed by a separate 2019 Model Year agreement mutually agreed upon by the parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Inc. v. United States, 344 F.Supp.2d 257, 264 (D.Mass.2004); Ass’n of Wash. Pub. Hosp. Dists. v. Philip Morris, Inc., 79 F.Supp.2d 1219, 1228 (W.D.Wash.1999); Or. Laborers-Emp'rs Health & Welfare Trust Fund v. Philip Morris, Inc., 17 F.Supp.2d 1170, 1182-1183 (D.Or.1998); Felton v. Schaeffer, 229 Cal.App.3d 229, 237-38, 279 Cal.Rptr. 713 (1991); Rojas Concrete, Inc. v. Flood Testing Labs., Inc., 406 Ill.App.3d 477, 347 Ill.Dec. 71, 941 N.E.2d 940, 946-47 (2010); Theisen v. Covenant Med. Ctr., 636 N.W.2d 74, 82-83 (Iowa assisting its employees in obtaining group health insurance, an employer assumed an extra-contractual duty to make accurate representations to an employee about her insurance coverage); McDonald v. Title Ins. Co. of Oregon, 49 Or.App. 1055, 621 P.2d 654, 656-59 (1980) (<HOLDING>). 11 . Although Harmon was not in a contractual Options: A. holding that if counsel retained by an insurer acts as an investigator and not as an attorney then the communications between the insured and insurer are not privileged B. holding that the insureds ordinary burden to allocate a verdict between covered and noncovered claims does not shift to the insurer unless the insurer had an affirmative duty to defend the underlying claims C. holding that under new york law for an insurer to have no duty to defend the court must find as a matter of law that based on the pleadings there was no possible factual or legal basis on which the insurer might eventually be held obligated to indemnify the insured D. holding that when an insurer files suit to cancel a policy the entire liability of the insurer both on the policy and under the statute is put in issue E. holding that an escrow agent and title insurer may have voluntarily assumed a duty to advise the buyers on their potential legal liability for subcontractors liens on the property in addition to the defendants ordinary contractual and professional duties as an escrow agent and title insurer

assistant: The best answer is E. holding that an escrow agent and title insurer may have voluntarily assumed a duty to advise the buyers on their potential legal liability for subcontractors liens on the property in addition to the defendants ordinary contractual and professional duties as an escrow agent and title insurer
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 years old, were not a product of European or American culture and, many believe, are the word of God. See Baruch J. Schwartz, Ten Commandments, in The Oxford Dictionary of the Jewish Religion, 683 (1997) (noting that in both Biblical accounts of the revelation of the Ten Commandments at Sinai, “[t]he ‘Ten Words’ were inscribed by God on the first set of Tablets given to Moses.”) A reasonable observer would not be able to link all of these texts to the foundation of American law and government; the displays’ mere assertion of such a link does not cure the problem any more than a disclaimer stating that the Ten Commandments has been “adopt[ed] as the fundamental legal code of Western Civilization and the Common Law of the United States.” Stone, 449 U.S. at 40 n. 1, 101 S.Ct. 192 (<HOLDING>). See also Adland, 307 F.3d at 488 (noting that Options: A. holding that a law did not violate the first amendment because it did not burden the exchange of ideas and noting most laws restricting a states initiative process would not implicate the first amendment B. holding that where the first amendment does not protect a certain activity there can be no first amendment right of association to engage in that activity C. recognizing first amendment retaliation right D. holding that such a disclaimer is not sufficient to avoid a conflict with the first amendment E. holding that private possession of child pornography is not protected by the first amendment

assistant: The best answer is D. holding that such a disclaimer is not sufficient to avoid a conflict with the first amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (emphasis added). Therefore, the purpose of the act is to punish agencies that bring unwarranted actions or proceedings, not to punish agencies for their erroneous adjudications, as argued by Energy Pipeline. It is also telling to the weakness of Energy Pipeline’s argument that what it is attempting to accomplish in its application for fees and expenses is well beyond the scope of the Costs Act. Energy Pipeline requested over $600,000 in attorney’s fees and expenses in its application; however, the Costs Act provides for a maximum recovery of $10,000. Section 2, 71 P.S. lfare, 163 Pa.Cmwlth. 315, 641 A.2d 41 (1994) (finding that agency initiated an adversary adjudication by demoting employee); Department of Environmental Resources v. Oermann, 158 Pa.Cmwlth. 560, 632 A.2d 603 (1993) (<HOLDING>); Joyner v. Department of Environmental Options: A. recognizing that because a district courts determination of the appropriate fine involves factual issues including the defendants ability to pay the fine imposedthe district courts calculation of the fine is entitled to deference and can be reversed on appeal only for clear error B. holding that when a fine is paid there is a full satisfaction of one of the alternative penalties of the law and that the fine cannot be reimbursed in order to punish the defendant instead with imprisonment C. holding that assessment of civil fine is adversary adjudication D. holding that the failure to impose a mandatory fine requires that the matter be remanded for imposition of that fine E. holding that an adjudication on summary judgment is an adjudication on the merits

assistant: The best answer is C. holding that assessment of civil fine is adversary adjudication