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: Except as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of Service during the applicable restriction period, Restricted Shares shall be repurchased by the Company for a nominal amount equal to their par value and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited; provided , however , that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Shares.

assistant: Forfeitures
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 and agrees that the breach or threatened breach of any of the provisions of Sections 8, 9, 10, or 11 of this Agreement will cause irreparable harm to Bank which cannot be adequately compensated by the payment of damages. Accordingly, Executive covenants and agrees that Bank, in addition to any other rights or remedies which Bank may have, shall be entitled to such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain Executive from breaching or threatening to breach any of the provisions of this Agreement, without the requirement that Bank post bond or other surety. Such right to obtain injunctive relief may be exercised at the option of Bank in addition to, concurrently with, prior to, after, or in lieu of the exercise of any other rights or remedies which Bank may have as a result of any such breach or threatened breach.

assistant: Remedies
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: Seller will not change its name, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Purchaser at least ten (10) days’ prior written notice thereof and (ii) delivered to the Purchaser all financing statements, instruments and other documents reasonably requested by the Purchaser in connection with such change or relocation.

assistant: Records
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: Transferee (i) agrees that all Company Shares now or hereafter acquired by, transferred to or otherwise held by Transferee shall be bound by and subject to the terms of the Agreement, (ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally a party thereto and (iii) agrees to be subject to the obligations and restrictions of a Shareholder thereunder.

assistant: 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: the three-year suspension of a license did not constitute custody See In re Liberty, 154 Vt. 643, 644, 572 A.2d 1381, 1382 (1990). There, we turned to what other courts have called “useful indicia” of custody. Id. Those indicia are: [T]he petitioner’s conduct must be to some degree under the supervision or direction of judicial officers; or the petitioner may face the possibility of imminent incarceration without a formal trial and criminal conviction, creating a restraint on liberty sufficient to constitute custody. At a minimum, the combination of such incarceration with even minimum supervision could constitute custody Id. (citations omitted). We have adhered to this standard in defining custody in subsequent cases. See, e.g., State v. Yates, 169 Vt. 20, 22, 726 A.2d 483, 485 (1999) (<HOLDING>); Wargo, 168 Vt. at 234, 719 A.2d at 409-10 Options: A. holding that third state petition for postconviction relief that was dismissed as an abuse of the writ was properly filed B. holding that a ground for relief not pled in a motion for postconviction relief is waived and cannot be raised on appeal C. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act D. holding that identical language in montana postconviction relief statute bars application of laches E. holding that probation was custody and permitted jurisdiction under postconviction relief statute

assistant: The best answer is E. holding that probation was custody and permitted jurisdiction under postconviction relief statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

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: (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

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: All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement, valid and enforceable obligations. The shares of capital stock issuable upon conversion of the Note have been authorized or will be authorized prior to the issuance of such shares.

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: Any purchases by Sponsor Affiliated Lenders shall require that such Sponsor Affiliated Lender clearly identify itself as a Sponsor Affiliated Lender in any Assignment and Assumption executed in connection with such purchases or sales and each such Assignment and Assumption shall contain customary “big boy” representations but no requirement to make representations as to the absence of any material nonpublic information.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the software and/or services or you otherwise use the software and/or services in breach of the terms of this eula .

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: Borrower unconditionally and irrevocably covenant that they will (a) promptly pay the principal of, interest on and any other amount due on the Notes and the other Obligations in the amounts, on the dates and in the manner provided herein, in the Notes, and each other document evidencing the Obligations, and (b) promptly perform and comply with all other terms conditions and provisions set out in this Agreement and the other Loan Documents applicable to Borrower. The Loan Parties (other than Borrower) will promptly perform and comply with all terms conditions and provisions set out in this Agreement and the other Loan Documents applicable to such Loan Party.

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: There are no agreements, understandings, commitments, representations or warranties with respect to the subject matter hereof except as expressly set forth in this Amendment. This Amendment, together with the Cooperation Agreement, supersedes all prior oral or written negotiations, understandings and agreements with respect to the subject matter hereof.

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: in Dow-rick, referring to Restatement, supra, Section 762, said: “The rationale for this rule ‘rests upon fundamental assumptions in free business enterprise. Each business enterprise must be free to select its business relations in its own interest.’ Id., comment a. The Restatement also recognizes that the rule covers a situation involving a lender and borrower. Id., comment d.” Id., 144 Vt. at 512, 481 A.2d at 400-401. The Bank’s privilege to refuse to do business with plaintiffs existed regardless of the motive for its decision. The fact that the Bank may have denied consent because of the earlier lawsuit is immaterial. See Turner Constr. Co. v. Seaboard Sur. Co., 98 A.D.2d 88, 469 N.Y.S.2d 725 (1983); see also Posa, Inc. v. Miller Brewing Co., 642 F.Supp. 1198 (E.D.N.Y.1986) (<HOLDING>). Thus, the Bank was privileged to decide not Options: A. holding that woman has constitutionally protected right to determine for any reason or no reason to terminate her pregnancy B. holding that there is no right to a setoff against a lawfully imposed condominium charge C. holding that an atwill employee can be discharged for any reason or no reason unless employee is discharged for reasons that contravene a clear mandate of public policy D. holding that refusal to maintain trade relations is an inherent right that every person may exercise lawfully for reasons he deems sufficient or for no reason whatever E. holding that no person can commence or maintain an action in a court of record as agent for another unless he is a regularly licensed attorney

assistant: The best answer is D. holding that refusal to maintain trade relations is an inherent right that every person may exercise lawfully for reasons he deems sufficient or for no reason whatever
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 of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: also delineates the circuit court’s power to divide or transfer jointly owned marital property. See Code § 20-107.3(0, (E), (G)-(H). Thus, in Code § 20-107.3, the legislature addressed the division of property in an equitable distribution award without any provision for a resulting trust. Because “the jurisdiction of a court in equity is ‘entirely statutory and limited’ in divorce matters,” we conclude that in the context of the equitable distribution proceeding, the circuit court was limited to application of equitable distribution principles and did not have the authority to declare a resulting trust or, along with it, that the husband was a beneficial owner of one half of the property. See Reid, 245 Va. at 414-15, 429 S.E.2d at 211 (quoting McCotter, 149 Va. at 592, 140 S.E. at 673) (<HOLDING>); see also Watkins, 220 Va. at 1054-55, 265 Options: A. holding that the circuit court did not have the statutory or inherent authority to order restitution in part because the statutes did not envision such an obligation B. holding that where the government has not presented evidence at the hearing concerning the appropriate amount of restitution the imposition of the restitution order constitutes plain error C. holding the court has the inherent authority to enter an order of confidentiality D. holding that claim that the circuit courts order was deficient because it did not include specific findings of fact regarding each is sue was not preserved for review where it was not raised in the circuit court E. holding no restitution hearing is mandated when defendant did not object to order of restitution or request a hearing

assistant: The best answer is A. holding that the circuit court did not have the statutory or inherent authority to order restitution in part because the statutes did not envision such an obligation
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 Licensor assumes no liability to the Licensee or third parties with respect to the performance characteristics of the goods sold by the Licensee under the Licensed Works, and the Licensee shall indemnify the Licensor and hold Licensor harmless against losses incurred through claims of third persons against the Licensor involving the manufacture, distribution or sale of the Licensed Goods. Licensee agrees to obtain, at its own expenses, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than $1,000,000 U.S. Dollars, and, within sixty (60) days prior the sale of the License Goods, Licensee will submit to Licensor a fully paid policy or certificate of insurance naming Licensor as insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least thirty (30 ) days in advance thereof.

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 legal provision and list the applicable contract clause categories. Provision: The Parent shall have paid in full in immediately available funds on the Second Amendment Effective Date all fees and reimbursable expenses that have been invoiced at least one Business Day prior to the Second Amendment Effective Date that are due and payable to the Administrative Agent in connection herewith.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 26 C.F.R. § 1.411(d)-4(b)(2) (providing other examples). Regardless of the form that the distribution alternative takes, an “optional form of benefit” is always tied to “an accrued benefit” or “a retirement-type benefit.” 26 C.F.R. § 1.411 (d) — 3 (g)(6) (ii). That is, with immaterial exceptions, the lump-sum payment has to be connected with the employee actually retiring. 29 U.S.C. § 1002(23). But here, the plaintiffs aren’t retiring or taking a retirement-type benefit. They want to receive the annuity and keep on working for Finkl. Yet nothing in the Act, regulations, or case law suggests that an annuity to non-retired workers would qualify as an “optional form of benefit” under the Act. Cf. Arndt v. Security Bank S.S.B. Employees’ Pension Plan, 182 F.3d 538, 549-42 (7th Cir.1999) (<HOLDING>); Ross v. Pension Plan for Hourly Employees of Options: A. holding disability benefits from us civil service are community property B. holding that offset for social security retirement benefits does not include federal disability benefits and stating that there was no legislative intent to embody the entire subchapter of the social security act dealing with both disability benefits and old age benefits C. holding that disability pension benefits could be offset against both temporary and total permanent disability compensation benefits D. holding that retirement benefits are accrued benefits under erisa E. holding that disability benefits are not retirementtype benefits

assistant: The best answer is E. holding that disability benefits are not retirementtype benefits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. City of Schenectady, 97 N.Y.2d 78, 735 N.Y.S.2d 868, 761 N.E.2d 560, 564 (2001) (invalid warrant). 3 . See, e.g., Rhodes v. Mabus, 676 F.Supp. 755, 758-59 (S.D.Miss.1987) (prosecutor improp- - erly communicated with grand jurors); - Bearden v. BellSouth Telecomms., Inc., 29 So.3d 761, 766 (Miss.2010) (lack of jurisdiction); Parrish v. Marquis, 172 S.W.3d 526, 533 (Tenn.2005) (charges outside statute of limitations); Palmer Dev. Corp. v. Gordon, 723 A.2d 881, 884 (Me.1999) (charges outside statute of limitations); Brown v. Carr, 503 A.2d 1241, 1246 (D.C.1986) (failure to state a claim). 4 .See, e.g., Schlueter v. S. Energy Homes, Inc., 252 Fed.Appx. 7, 10-11 (6th. Cir.2007) (speedy trial dismissal not a favorable termination); Donahue v. Gavin, 280 F.3d 371, 384 (3d Cir.2002) (<HOLDING>); Brayshaw v. Garrett, No. 4:10CV272, 2011 WL Options: A. holding that a nolle prosequi does not indicate innocencewhere the prosecutor simply reasoned that the plaintiff was not likely to receive any additional jail time if convicted in a retrial B. holding that trial judge was not authorized to impose jail time as condition of probation and deleting the 90 day jail penalty C. holding that the evidence was insufficient to prove the offense of supplying contraband to a jail because the defendant was not in possession of the drugs when he was taken to jail where the arresting officer entered the jail with the drugs D. holding that the defendants possession of contraband in a jail was not the result of a voluntary act on his part because officers brought him into the jail under arrest E. holding that a rule 3800a motion that does not allege that the court records show the defendants entitlement to additional jail credit is facially insufficient

assistant: The best answer is A. holding that a nolle prosequi does not indicate innocencewhere the prosecutor simply reasoned that the plaintiff was not likely to receive any additional jail time if convicted in a retrial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in furtherance of the jointly undertaken criminal activity.” United States Sentencing Guidelines Manual § IB 1.3(a)(1)(B). In this case Ruger squarely testified that Hazel had provided Mitchell and him with guns at the same time at a robbery-planning meeting the day before the robbery. This alone made the likelihood of a gun discharging objectively reasonably foreseeable. Moreover, Mitchell was robbing a federally insured bank that was protected by an armed guard. Indeed, on the facts of this case, the guard was disarmed at gunpoint. The district court could therefore find that it was objectively reasonably foreseeable that, in the course of armed robbery of an armed facility, the discharge of a weapon was likely to occur. See United States v. Molina, 106 F.3d 1118, 1122 (2d Cir.1997) (<HOLDING>); see also United States v. Triplett, 104 F.3d Options: A. holding that a conviction for florida armed robbery is a crime of violence under the armed career criminal act B. holding that the officer had reasonable belief that the occupants of the vehicle were armed where the officer knew that drug dealers are frequently armed and therefore frisk of the vehicle was permissible C. holding that an officer did not employ excessive force in shooting a suspect who turned out to be unarmed because at the time of the shooting the officer had a reasonable belief that the suspect posed a threat and was armed D. holding that armed robbery suspect was entitled to bail hearing even though armed robbery was considered capital offense under mississippi law because maximum sentence was life imprisonment E. holding that it was reasonable for the defendant to foresee that in an encounter between armed robbers and armed guards protecting an armored car a shooting was likely to occur

assistant: The best answer is E. holding that it was reasonable for the defendant to foresee that in an encounter between armed robbers and armed guards protecting an armored car a shooting was likely to occur
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: By July 31, 2016, the Executive shall, with the Company’s assistance, move to the office the Company will provide for him as President of the Company, the furnishings of which will include the Executive’s current desk, credenza, and chair. While the Executive remains the President of the Company, the Executive’s current secretary will continue as his secretary with work space proximate to the Executive’s office, subject her agreement to remain employed by the Company. Upon the termination of his employment with the Company, the Executive shall return all Company property he then has in his possession or control, including but not limited to all equipment, confidential information, records, and files, regardless of format or storage location.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the welfare of children). The Fourteenth Amendment right to familial integrity, therefore, “involve[s] a weighing of the parents’ rights against the interests of the child and the state. Whether a plaintiffs constitutional rights are violated, then, “would depend on a balancing of these two conflicting interests.’ ” Franz v. Lytle, 791 F.Supp. 827, 833 (D.Kan.1992) (quoting Whitcomb v. Jefferson County Dep’t of Social Servs., 685 F.Supp. 745, 747 (D.Colo.1987)). Because the liberty interest in familial relationships must “always be balanced against the governmental interest involved, it is difficult, if not impossible, for officials to know when they have violated ‘clearly established’ law.” Frazier v. Bailey, 957 F.2d 920, 931 (1st Cir.1992); see also Franz, 791 F.Supp. at 833 (<HOLDING>). The government has a compelling interest in Options: A. holding that if official has violated clearly established law he is entitled to qualified immunity only if reasonable official could have believed conduct was lawful B. holding that a reasonable official knowing only that he must not infringe on family integrity would not necessarily know what conduct was prohibited quoting frazier 957 f2d at 931 C. holding that the contours of the right must be sufficiently clear that a reasonable official would understand that what he or she is doing violates that right D. holding that the defendant had abandoned any possessory or privacy interest in bags found in the truck he was driving where he stated that he did not own the bags did not know who did and did not know what was in them E. holding that the contours of the right must be sufficiently clear that a reasonable official would understand that what he is doing violates that right

assistant: The best answer is B. holding that a reasonable official knowing only that he must not infringe on family integrity would not necessarily know what conduct was prohibited quoting frazier 957 f2d at 931
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 the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that any of the Grantee’s Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be forfeited but instead shall become fully vested at the date of death.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 530, 125 S.Ct. 2641 (citing 28 U.S.C. § 2244(b)(2)). 36 . Id. (citing 28 U.S.C. § 2244(b)(3)). 37 . Id. at 532, 125 S.Ct. 2641. 38 . Id. at 532 n.5, 125 S.Ct. 2641 (citation omitted). 39 . Martinez v. Ryan, 566 U.S. 1, 132 S.Ct. 1309, 182 L.Ed.2d 272 (2012). 40 . Trevino v. Thaler, — U.S. -, 133 S.Ct. 1911, 185 L.Ed.2d 1044 (2013). 41 . See Juniper v. Davis, 737 F.3d 288, 290 & n.2 (4th Cir. 2013); see also Mendoza v. Stephens, 783 F.3d 203, 210 (5th Cir. 2015) (per curiam) (mem.) (OWEN, J., concurring) (“Mendoza is statutorily entitled to conflict-free counsel at this stage in his habeas proceedings.”) (citing Juniper, 737 F.3d 288; Gray v. Pearson, 526 Fed.Appx. 331 (4th Cir. 2013); 18 U.S.C. § 3599(a)); Christeson v. Roper, - U.S. -, 135 S.Ct. 891, 895, 190 L.Ed.2d 763 (2015) (<HOLDING>). 42 . In re Paredes, 587 Fed.Appx. 805, 822-23 Options: A. holding that relative to the threat that she posed physically separating tina cortez from her telephone taking her by the arm escorting her from her home taking the keys to her home and locking the door and placing her in the locked back seat of a patrol car was excessive force as well as an unlawful seizure under the fourth amendment B. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment C. recognizing that grounds for substitution under 3599 exist when an attorneys personal interests prevent her from advancing her clients best arguments D. holding that an attorneys arguments are not evidence E. holding that attorneys and not clients choose the arguments to present

assistant: The best answer is C. recognizing that grounds for substitution under 3599 exist when an attorneys personal interests prevent her from advancing her clients best arguments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Credit Parties shall, and shall cause each Subsidiary to, promptly notify the Agent and each Lender of the occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse Effect.

assistant: Erisa
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 consolidated financial statements and schedules of each Property, as hereinafter defined, including the notes thereto, included in the Prospectus present fairly in all material respects the consolidated financial position of the entity to which they relate as of the dates indicated and the consolidated results of operations and changes in financial position for the periods specified. The financial statements of each Property have been prepared in conformity with GAAP and on a consistent basis during the periods involved and in accordance with Regulation S-X promulgated by the Commission. Except as disclosed in the Prospectus, there are no material weaknesses or significant deficiencies in the Company’s internal controls over financial reporting and there has been no material change in the Company’s internal controls over financial reporting since the respective dates of the information given in the Prospectus.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement. If terminated, no Party will have any liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 352 U.S. 565 77 S.Ct. 550 1 L.Ed.2d 593 George JOHNSON, Petitioner,v.UNITED STATES of America. No. Misc. 531. Decided March 4, 1957. PER CURIAM. 1 The petition for writ of certiorari is granted, as is leave to proceed in forma pauperis. By the Act of June 25, 1910, 36 Stat. 866, as now enlarged in 28 U.S.C. § 1915, 28 U.S.C.A. § 1915, Congress provided for proceedingsin forma pauperis on appeal unless 'the trial court certifies in writing that it (the appeal) is not taken in good faith.' Such certification is not final in the sense that the convicted defendant is barred from showing that it was unwarranted and that an appeal should be allowed. Of course, certification by the judge presiding at the trial carries great weight but, necessarily, if cannot be conclusive. Upon a proper showing a Court of Appeals has a duty to displace a District Court's certification. Moreover, a Court of Appeals must, under Johnson v. Zerbst, 304 U.S. 458, 58 S.Ct. 1019, 82 L.Ed. 1461, afford one who challenges that certification the aid of counsel unless he insists on being his own. Finally, either the defendant or his assigned counsel must be enabled to show that the grounds for seeking an appeal from the judgment of conviction are not frivolous and do not justify the finding that the appeal is not sought in good faith. This does not require that in every such case the United States must furnish the defendant with a stenographic transcript of the trial. It is essential, however, that he be assured some appropriate means—such as the district judge's notes or an agreed statement by trial counsel—of making manifest the basis of his claim that the District Court committed error in certifying that the desired appeal was not pursued in good faith. See Miller v. United States, 317 U.S. 192, 198, 63 S.Ct. 187, 190, 87 L.Ed. 179. 2 Since here the Court of Appeals did not assign counsel to assist petitioner in prosecuting his application for leave to appeal in forma pauperis and since it does not appear that the Court of Appeals assured petitioner adequate means of presenting it with a fair basis for determining whether the District Court's certification was warranted, the judgment below must be vacated and the case remanded to the Court of Appeals for proceedings not inconsistent with this opinion. 3 Judgment vacated and case remanded. 4 So ordered.

assistant: 2
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: requests, to controvert or supplement them.”). Kong thus conceded his prior convictions in Cr. No. 92-0138(3) because “each conviction listed may be used against defendant except those as to which the defendant timely responds with a good faith challenge on the record that the prior criminal conviction was ... not against the defendant.” Heggland, 118 Hawai'i at 439-40, 193 P.3d at 355-56 (citations omitted) (emphasis added). Kong had more than enough time before sentencing to review the PSI report and bring any errors to the Circuit Court’s attention, so that the failure to object resulted in a concession of its accuracy. Heggland, 118 Hawai'i at 445-46, 193 P.3d at 361-62 (citing inter alia People v. Matthews, 362 Ill.App.3d 953, 968, 299 Ill.Dec. 411, 842 N.E.2d 150, 161-62 (2005) (<HOLDING>)). There would be no purpose in giving the Options: A. holding trial counsel was deficient for failing to object to unadjudicated extraneous offenses in a psi report B. holding that because the defendant did not object to the factual recitations in the psi he effectively admitted the facts in the psi C. holding that defendant waived any objection to the accuracy of the presentence report by failing to object after having been given ample opportunity to do so D. holding that where defendant failed to object to facts in psi relating to prior conviction the failure to object constituted an admission E. holding that the defendant conceded the accuracy of his prior convictions in his psi report by failing to object to the report

assistant: The best answer is E. holding that the defendant conceded the accuracy of his prior convictions in his psi report by failing to object to the report
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: I acknowledge that a waiver by the Company of breach of any provision of this Subscription Agreement shall not operate or be construed as a waiver of any other provision of this Subscription Agreement, or of any subsequent breach by me or any other participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH OF THE PARTIES AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

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: must be made anew, “Does the policy of the statute as intended by the legislature require the majority’s conclusion?” Relying on the holding in Porter does not answer the question, because making a request to search does not implicate constitutional guarantees in the way that a search does. A “search,” such as what occurred in Porter, involves the invasion of a person’s privacy interests. State v. Owens, 302 Or 196, 206, 729 P2d 524 (1986). Defendant’s privacy interests were not invaded by Kelly’s questions. Police officers may approach private citizens at any time and ask those kinds of questions without implicating any constitutional guarantees or invading privacy interests. State v. Holmes, 311 Or 400, 409, 813 P2d 28 (1991); see also State v. Kennedy, 290 Or 493, 624 P2d 99 (1981) (<HOLDING>). In State v. Underhill, 120 Or App 584, 853 Options: A. holding that inquiring about whether the defendant was carrying narcotics as he was leaving the terminal building of the portland international airport was not a stop within the meaning of ors 131605 et seq nor did it violate the defendants constitutional rights B. holding that where plaintiff sought access to display cases in ohare airport terminal the display case and not the terminal itself was the relevant forum C. holding that in order to establish liability under the ada the plaintiff must demonstrate that the defendant was an employer within the meaning of the statute D. holding that plaintiffs had constitutional standing where they alleged violation of their rights under the wiretap act 18 usc 2510 et seq even though dismissal was warranted for failure to state a claim for relief thereunder E. holding that denial of vsf benefits to disabled retirees does not violate the ada the rehabilitation act 29 usc 791 et seq or the age discrimination in employment act of 1967 29 usc 621 et seq and that plaintiffs due process and first amendment claims were frivolous

assistant: The best answer is A. holding that inquiring about whether the defendant was carrying narcotics as he was leaving the terminal building of the portland international airport was not a stop within the meaning of ors 131605 et seq nor did it violate the defendants constitutional rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall create a continuing security interest in the Collateral and shall (i) be binding upon the Grantors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, permitted transferees and permitted assigns. No other persons (including any other creditor of any Grantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement. Each of the Grantors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Grantor or otherwise.

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: It is a corporation, partnership or other legal entity, duly incorporated or formed and existing under the laws of its jurisdiction of incorporation or formation and has the corporate or other power to enter into and perform its obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies except for such failures to so qualify that would not reasonably be expected to have a Material Adverse Effect. Except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of Holdings or any Borrower, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Loan Party incurs or otherwise has or could reasonably be expected to have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that of the client. Until judgment, or in this case settlement, the attorney has the right to recover fees for services rendered, but not to obtain a share of the income produced by the client’s claim. See Covington v. Rhodes, 38 N.C.App. 61, 64, 247 S.E.2d 305, 308 (1978). The attorney does not, as Mrs. Young suggests, own the claim itself. Accordingly, we join the majority of those circuits to have addressed this issue and decline to adopt the Cotnam exception. See Coady v. Commissioner, 213 F.3d 1187 (9th Cir.2000); Alexander v. IRS, 72 F.3d 938 (1st Cir.1995); Baylin v. United States, 43 F.3d 1451 (Fed.Cir.1995); O’Brien v. Commissioner, 38 T.C. 707, 1962 WL 1147 (1962), aff'd 319 F.2d 532 (3d Cir.1963). See also Bagley v. Commissioner, 105 T.C. 396, 418-19, 1995 WL 730447 (1995) (<HOLDING>), aff'd, 121 F.3d 393 (8th Cir.1997). Rather, Options: A. holding that aln attorney who is employed under a contingent fee contract and discharged pri or to the occurrence of the contingency is limited to quantum meruit recovery for the reasonable value of the services rendered to the client and may not recover the full amount of the agreed contingent fee B. holding that the entirety of litigation settlement proceeds was taxable income to client not net after payment of attorney fees C. holding that where a successor attorney fails to inform the client of the clients duty to pay the predecessor attorney the successor assumes the obligation to pay the first lawyers fee out of his or her contingent fee D. holding provision in attorneys fee contract requiring client that terminated contract to immediately pay attorney fee equal to present value of attorneys interest in case was inconsistent with public policy and unconscionable E. holding without mentioning cotnam that settlement portion paid to attorneys pursuant to contingent fee was income to client

assistant: The best answer is E. holding without mentioning cotnam that settlement portion paid to attorneys pursuant to contingent fee was income to client