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: assistance of counsel and withholding of material, exculpatory evidence in violation of Brady v. Maryland, 373 U.S. 83, 83 S.Ct. 1194, 10 L.Ed.2d 215 (1963). After an evidentiary hearing, the trial court denied the motion. This Court affirmed the order of denial. See Downs v. State, 453 So.2d 1102 (Fla.1984). On August 18, 1987, the Governor signed a death warrant and Downs petitioned this Court for writ of habeas corpus and stay of execution, alleging a change in the law regarding mitigating circumstances. This Court granted the writ, stayed the warrant, and vacated Downs’ sentence of death with instructions for the trial court to hold a new sentencing proceeding in accordance with the Supreme Court’s decision in Hitchcock v. Dugger, 481 U.S. 393, 107 S.Ct. 1821, 95 L.Ed.2d 347 (1987) (<HOLDING>). See Downs v. Dugger, 514 So.2d 1069 Options: A. holding that the trial court must consider these factors in denying appellants petition to transfer prior to trial B. holding that trial court must consider both statutory and nonstatutory mitigating factors C. holding that the grand jury need not find nonstatutory aggravating factors 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 for a unanimous court that sentencer in capital case must consider an extensive list of nonstatutory mitigating factors

assistant: The best answer is B. holding that trial court must consider both statutory and nonstatutory mitigating factors
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: Rock Against Racism, 491 U.S. 781, 798, 109 S.Ct. 2746, 105 L.Ed.2d 661 (1989). Rather, so long as the restriction promotes a substantial governmental interest that would be achieved less effectively without the restriction, it is suffi ciently narrowly tailored. Id. at 799, 109 5. Ct. 2746. The principal inquiry in determining whether a restriction is content-based or content-neutral, and thus whether strict or intermediate scrutiny should be applied, is whether the government has adopted the restriction of speech because of the government’s disagreement with the message conveyed. Id. at 791, 109 S.Ct. 2746. “A regulation that serves purposes unrelated to the content of expression is deemed neutral, even if it has an incidental effect on some speakers or messages but not others.” Id. (<HOLDING>). Consequently, in order to determine which Options: A. holding that whether error is apparent is determined by reference to the law as of the time the appeal is decided B. holding that question whether employee speech is protected and concomitant determination whether it touches a matter of public concern are for the court and to be answered with reference to the form context and content of the claimed speech as revealed by the record as a whole C. holding a regulation is contentneutral as long as it is justified without reference to the content of the regulated speech D. holding that a sentence is proper as long as it is within the statutory range prescribed for the offense without regard to drug quantity E. holding that even in a public forum the government may impose reasonable restrictions on the time place or manner of protected speech provided the restrictions are justified without reference to the content of the regulated speech that they are narrowly tailored to serve a significant governmental interest and that they leave open ample alternative channels for communication of the information

assistant: The best answer is C. holding a regulation is contentneutral as long as it is justified without reference to the content of the regulated speech
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Id. at 1179. In Commonwealth v D'Entremont, 36 Mass App 474, 475; 632 NE2d 1239 (1994), the defendant was arrested for rape and placed in a jail cell after invoking his right to remain silent and to have counsel present. A detective subsequently interviewed the victim and then went to the defendant’s cell. Id. The detective informed the defendant that she had interviewed the victim and that she knew the defendant had advised the police earlier that he did not want to talk, but if he changed his mind, then she would be willing to speak with him. The defendant informed the detective that he wanted to tell his side of the story. Id. The dete 163 (1982) (finding that inquiries about counsel do not constitute interrogation); Foster v Commonwealth, 8 Va App 167, 174; 380 SE2d 12 (1989) (<HOLDING>). In light of the foregoing authorities, we Options: A. holding that once a suspect has requested counsel interrogators may not reinitiate questioning unless the attorney is present regardless of whether or not there has been an outside consultation B. holding that fifth amendment protection against selfincrimination requires police to notify suspect of right to counsel and to cut off interrogation once suspect invokes the right absent counsel further interrogation may not occur unless suspect initiates subsequent conversation if police initiate subsequent interrogation there can be no valid waiver of counsel even though police advise suspect of his or her constitutional rights and suspect acquiesces in the interrogation C. holding that police officers had probable cause to arrest a suspect where the facts suggest a fair probability that the suspect has committed a crime D. holding that once a suspect has invoked his right to counsel police may still legitimately inquire whether the suspect has changed his mind about speaking to them without an attorney E. holding that the interrogation must cease once the suspect invokes his miranda right to counsel

assistant: The best answer is D. holding that once a suspect has invoked his right to counsel police may still legitimately inquire whether the suspect has changed his mind about speaking to them without an attorney
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 deeds to the property the United States purchased for the tribe specifically mention the appurtenant water rights and/or the Humboldt Decree. We conclude that the purchase of the reservation land subject to previously adjudicated water rights constituted an express waiver of sovereign immunity, and that the tribe’s actions in benefiting from and abiding by the Humboldt Decree for more than five decades served to ratify this waiver. See State Engineer v. South Fork Band of Te-Moak Tribe, 66 F. Supp. 2d at 1163, 1172 (D. Nev. 1999) (stating that “[i]f there remain[s] any doubt as to the United States [’] express and unequivocal waiver in behalf of the Tribe, in its initial purchase of the decreed rights, the Tribe’s actions over the ensuing fifty years since the p P.2d 1147 (1985) (<HOLDING>). However, here, as the purchase of the tribe’s Options: A. holding that the arrest of an indian on indian land was illegal because the state had no jurisdiction over the reservation to enforce its laws including the execution of a search warrant unless congress consented to the states jurisdiction B. holding that state has no jurisdiction over civil suit by nonindian against indian where cause of action arises on indian reservation C. holding that a nevada state court had no jurisdiction to entertain a civil action filed by a nonindian against an indian for events that occurred on indian land D. holding that a nevada state court had no jurisdiction over indian claims to land allotments E. holding that the state did not have jurisdiction over crime committed on land held by the bureau of indian affairs for the use and benefit of a discrete indian community

assistant: The best answer is D. holding that a nevada state court had no jurisdiction over indian claims to land allotments
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 HEREBY (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 5.10.

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 legal provision and list the applicable contract clause categories. Provision: During the Term, Executive shall serve as Executive Vice President – Chief Operating Officer of the Company. Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”). In such capacity, Executive shall have the duties, functions, responsibilities, and authority customarily appertaining to that position and shall have such other duties, functions, responsibilities, and authority consistent with such position as are from time to time delegated to him by the Company’s CEO.

assistant: Positions
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 Managing Member may take all action which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and of each other jurisdiction in which such existence is necessary to enable the Company to conduct the business in which it is engaged) and (ii) for the maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Managing Member may file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Company is formed or qualified, such certificates (including certificates of limited liability companies and fictitious name certificates) and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction or as are required to reflect the identity of the Members and the amounts of their respective capital contributions. The Managing Member may cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Officers, with all requirements necessary to qualify the Company as a foreign limited liability company in any jurisdiction other than the State of Delaware.

assistant: Existence
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 proceeds of Revolver Loans shall be used by Borrowers solely (a) to refinance existing Debt; (b) to pay fees and transaction expenses associated with the this Agreement; (c) to pay Obligations in accordance with this Agreement; and (d) for working capital and other lawful corporate purposes of Borrowers (including, without limitation, Investments and Distributions not prohibited hereunder).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The USSC concluded “[t]he unpardonable vice of the Roberts test.. [was] not its unpredictability, but its demonstrated capacity to admit core testimonial statements that the Confrontation Clause plainly meant to exclude.” Id. at 63, 124 S.Ct. 1354. Upon reconsideration of Roberts, the USSC held the Confrontation Clause bars admission of testimonial hearsay statements of a witness absent from trial unless: (1) the declarant is unavailable to testify at trial, and (2) the accused had a prior opportunity to cross-examine the declarant. 541 U.S. at 53-54, 58, 68, 124 S.Ct. 1354. Thus, even if a statement is admissible hearsay, the Confrontation Clause may operate to render the otherwise admissible hearsay evidence inadmissible if it is testimonial in nature. See id. at 68, 124 S.Ct. 1354 (<HOLDING>). Included within the “core class of Options: A. holding that the district court did not err in relying on hearsay evidence where the government offered reasons why its hearsay evidence had indicia of reliability and the court considered the reliability of the evidence in deciding the weight to give the hearsay evidence B. holding of crawford applies only to testimonial hearsay C. holding testimonial evidence implicates the sixth amendment which demands unavailability and a prior opportunity for crossexamination but the admission of nontestimonial hearsay evidence remains the province of each states development of hearsay law D. holding that the confrontation clause applies only to testimonial hearsay E. holding that the admission of evidence under an exception to the hearsay rule is reviewed for abuse of discretion

assistant: The best answer is C. holding testimonial evidence implicates the sixth amendment which demands unavailability and a prior opportunity for crossexamination but the admission of nontestimonial hearsay evidence remains the province of each states development of hearsay law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until 18 months from the Closing Date; provided , that the representations and warranties in (a) Section 4.01 ( Organization and Qualification of Seller ), Section 4.02 ( Authority of Seller ), Section 4.08 ( Title to Purchased Assets) , Section 4.22 ( Brokers) , Section 5.01 ( Organization of Buyer), Section 5.02 ( Authority of Buyer) and Section 5.04 ( Brokers) shall survive indefinitely; (b) Section 4.18 ( Environmental Matters ), Section 4.19 ( Employee Benefit Matters) , Section 4.20 ( Employment Matters ) and Section 4.21 ( Taxes) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days (collectively, the " Fundamental Representations "). All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

assistant: Survival
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: inhibit the flow of information to the Governor. “If the law required disclosure of a private meeting between the Governor and a politically unpopular or controversial group, that meeting might never occur.” Times Mirror, 813 P.2d at 251; accord Courier- Journal, 895 S.W.2d at 8 (quoting Times Mirror). Even routine meetings between the Governor and other lawmakers, lobbyists or citizens groups might be inhibited if the meetings wereregularlyrevealed to the public. As the court in Taylor stated: “A lack of candor or an unwillingness to participate in the decision making process is as likely to flow from the compelled disclosure of the fact of consultation as from the disclosure of the content of the consultation.” 409 S.E.2d at 139 (emphasis added); see also Cofield, 913 F. Supp. at 617 (<HOLDING>). The record in this case underscores the Options: A. holding that purely factual material may be withheld from disclosure under exemption 5 if that material would expose the deliberative process of an agency B. holding that internal emails about how to present an agency decision to the public were covered by the deliberative process privilege C. recognizing application of federal deliberative process privilege to internal state communications D. holding that where an authorized disclosure is voluntarily made to a nonfederal party whether or not that disclosure is denominated confidential the government waives any claim that the information is exempt from disclosure under the deliberative process privilege E. holding that agency documents with internal routing notations were exempt from disclosure because such notations may reasonably lead to identification of those individuals involved in the decisionmaking process a result that could chill open and frank discussions within the agency undermining the deliberative process

assistant: The best answer is E. holding that agency documents with internal routing notations were exempt from disclosure because such notations may reasonably lead to identification of those individuals involved in the decisionmaking process a result that could chill open and frank discussions within the agency undermining the deliberative process
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, Executive shall perform such executive duties for the Company and/or its subsidiaries or affiliates (together, “Affiliates”), consistent with his position hereunder. Executive shall devote his entire productive business time, attention and energies to the performance of his duties hereunder. Executive shall use his best efforts to advance the interests and business of the Company and its Affiliates. Executive shall abide by the rules, regulations and policies of the Company, as may be in effect from time to time. Notwithstanding the foregoing, during the Term, Executive may act for his own account in passive-type investments as provided in Section 5.3, or as a member of boards of directors of other companies, where the time allocated for those activities does not materially interfere with or create a conflict of interest with the discharge of his duties for 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 legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, agree to purchase (i) $ 1,000,000 face value of 10% secured convertible original issue discount Notes for a total purchase price of $900,000 and (ii) an aggregate of one hundred sixty thousand (160,000) three-year warrants (“Warrants”) exercisable at the Conversion Price of the Notes. Copies of the form of Note and Warrants are attached as Exhibits B and D . The Purchasers shall deliver to the Escrow Agent, via wire transfer immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to the Purchaser the Note as determined pursuant to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. If a Closing is not held on or before October 17, 2016, the Company shall cause the Escrow Agent to return all Subscription Amounts, without interest or deduction to the prospective Purchaser.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive represents and warrants that Executive is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of any character, which would prevent Executive from entering into this Agreement or would conflict with the performance of Executive’s duties pursuant to this Agreement. Executive represents and warrants that Executive will not engage in any activity, which would conflict with the performance of Executive’s duties pursuant to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Buyer shall not have any right to assign its right, title and interest in, to or under this Agreement without the written consent of Seller, which consent may be granted or withheld by Seller in its sole discretion. Provided, however, Buyer may designate an entity or entities, as tenants in common, that are either controlled by Buyer, or its principals, or are investing in the property in concert with Buyer’s principals as a tenant in common, to take title to the Property upon notice to Seller no less than five (5) days prior to Closing. Such assignment shall not relieve Buyer of its obligations hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a claim of ineffective assistance, Hooks must show his counsel’s performance “fell below an objective standard of reasonableness” and “the deficient performance prejudiced the defense.” Strickland, 466 U.S. at 687-88, 104 S.Ct. 2052. Review of counsel’s performance under Strickland’s first prong is highly deferential: “counsel is strongly presumed to have rendered adequate assistance and made all significant decisions in the exercise of reasonable professional judgment.” Id. at 690, 104 S.Ct. 2052. To be deficient, the performance must be “outside the wide range of professionally competent assistance.” Id. In other words, “it must have been completely unreasonable, not merely wrong.” Boyd v. Ward, 179 F.3d 904, 914 (10th Cir.1999); see also Strickland, 466 U.S. at 687, 104 S.Ct. 2052 (<HOLDING>). As for Strickland’s prejudice prong, Hooks Options: A. holding that to establish a claim of ineffective assistance of counsel a defendant must demonstrate that counsel was constitutionally deficient and as a result defendant was prejudiced B. holding that to demonstrate deficient performance a petitioner must show counsel made errors so serious that counsel was not functioning as the counsel guaranteed a defendant by the sixth amendment C. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel D. holding that a criminal defendant has a sixth amendment right to counsel at trial E. holding that the defendant could not show deficient performance if the evidence the defendant claims counsel should have sought to exclude was admissible

assistant: The best answer is B. holding that to demonstrate deficient performance a petitioner must show counsel made errors so serious that counsel was not functioning as the counsel guaranteed a defendant by the sixth 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the viber group does not warrant that the functions contained on or through this service will be available , uninterrupted or error-free , that defects will be corrected , or that the service or the servers that make the service available are free of viruses or other harmful components .

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: request that they leave. See People v. Medrano, 78 Cal.App.3d 198, 144 Cal.Rptr. 217 (Cal.App.1978), disapproved on other grounds, Vista Verde Farms v. Agricultural Labor Relations Bd., 29 Cal.3d 307, 172 Cal.Rptr. 720, 625 P.2d 263 (Cal.1981). a. Was Blair Field open to the public for purposes of section 602(n)? California Penal Code section 602(n) defines refusal to leave property occupied by another as a form of trespass. The statute “envisions an originally innocent entry, followed by an unlawful sojourn after refusal of requests to leave.” Medrano, 144 Cal.Rptr. at 227-28. The location of Blair Field within a public park supports the plaintiffs’ contention that the property was open to the public. See Denney v. Takaoka, 1993 WL 96602, *5, C-92-0818 FMS (N.D.Cal. Mar. 30, 1993) (<HOLDING>). The defendants contend, however, that Blair Options: A. holding that a universityowned land used as a park was open to the public for purposes of section 602n B. holding section 625 only requires a showing that the conduct was done in a place that is open to the public or where the public has a right to be C. holding that a municipal corporation was forbidden to construct an auditorium in a park as such construction would practically destroy the lot as a park and convert its use into a public square D. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees E. holding that so long as seattle city light opened up the diablo dam to the public for recreation immunity applied despite a contractual provision compelling it to open land for public recreational purposes

assistant: The best answer is A. holding that a universityowned land used as a park was open to the public for purposes of section 602n
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase an aggregate of $600,000 in Subscription Amount in connection with the Principal Amount of the Note. At the Closing, the Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the Subscription Amount, and the Company shall deliver to the Purchaser the Note, and the Company and the Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for the Closing, the Closing shall occur at the offices of Lucosky Brookman LLP, located at 101 Wood Avenue South, 5th Floor, Woodbridge, New Jersey 08830, or such other location as the parties shall mutually agree.

assistant: Closings
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 Plan shall become effective immediately prior to the closing of the Company’s initial public offering of its Common Stock. No Awards shall be granted under the Plan after the expiration of 10 years from the date on which the stockholders approve the Amended and Restated 2010 Stock Incentive Plan, but Awards previously granted may extend beyond that date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the time of exercise and as a condition thereto, or at such other time as the amount of such obligation becomes determinable, the optionee shall remit to the Company in cash all applicable federal and state withholding and employment taxes. Such obligation to remit may be satisfied, if authorized by the Administrator in its sole discretion, after considering any tax, accounting and financial consequences, by the optionee’s (a) delivery of a promissory note in the required amount on such terms as the Administrator deems appropriate, (b) tendering to the Company previously owned shares of Common Stock or other securities of the Company with a fair market value equal to the required amount, or (c) agreeing to have shares of Common Stock (with a fair market value equal to the required amount), which are acquired upon exercise of the Option, withheld by the Company.

assistant: Withholdings
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 ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA. The present value of all accumulated benefit obligations under each Plan and under all Plans in the aggregate (based on the assumption used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of such Plan by an amount that, if required to be paid as of such date by the Borrower and the Subsidiaries would 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: EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT IN THE STATE OF NEW YORK, SITTING IN NEW YORK COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

assistant: Consent To Jurisdiction
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: 378 U.S. 546 84 S.Ct. 1733 12 L.Ed.2d 1030 COOPERv.PATE, Warden. No. 1134, Misc. June 22, 1964. Alex Elson and Bernard Weisberg, for petitioner. William G. Clark, Atty. Gen. of Illinois, and Raymond S. Sarnow and Edward A. Berman, Asst. Attys. Gen., for respondent. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for a writ of certiorari are granted. 2 The petitioner, an inmate at the Illinois State Penitentiary, brought an action under 28 U.S.C. § 1343 and 42 U.S.C. § 1983, § 1979 of the Revised Statutes, alleging that solely because of his religious beliefs he was denied permission to purchase certain religious publications and denied other privileges enjoyed by other prisoners. The District Court granted the respondent's motion to dismiss for failure to state a claim on which relief could be granted and the Court of Appeals affirmed. 324 F.2d 165 (C.A.7th Cir.). We reverse the judgment below. Taking as true the allegations of the complaint, as they must be on a motion to dismiss, the complaint stated a cause of action and it was error to dismiss it. See Pierce v. LaVallee, 293 F.2d 233 (C.A.2d Cir.); Sewell v. Pegelow, 291 F.2d 196 (C.A.4th Cir.).

assistant: 3
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 4) that Petitioners were treated differently than others; and 5) that the Commission abused its discretion by finding no mitigating circumstances. Because we conclude that the Commission’s proceedings unconstitutionally commingled prosecutorial and adjudicative functions, we do not discuss Petitioners’ other arguments. Discussion Our Supreme Court in Lyness v. State Board of Medicine, 529 Pa. 535, 605 A.2d 1204 (1992), held that a violation of due process occurs when an administrative board, which initiates a professional licensing prosecution, issues the ultimate adjudication in the case. Due process protection is not limited to the revocation of professional occupational licenses. See e.g. Brewster v. Department of Transportation, 94 Pa.Commonwealth Ct. 277, 503 A.2d 497 (1986) (<HOLDING>). In determining what process is due, the Options: A. holding that department of transportation did not have control of motorists drivers license because although the department of transportation may have had a duty to recall the motorists license this authority to revoke does not involve physical possession or actual control sufficient to bring the license within the ambit of the personal property exception to sovereign immunity B. holding that age disclosed on a drivers license constituted an admission where the party swore to the truth of the statements made in the license application C. holding that possession of a drivers license is irrelevant to the offense of failing to present a license which is completed by failing to present the license when requested to do so by an officer D. recognizing that the due process guaranteed under the alabama constitution is coextensive with the due process guaranteed under the united states constitution E. holding that the commonwealth cannot revoke a drivers license without due process required by the constitution

assistant: The best answer is E. holding that the commonwealth cannot revoke a drivers license without due process required by the constitution
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 Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Administrative Agent and each Guarantor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the proposition that the addition of the word “black” to a race-neutral insult does not constitute race-based harassment that would support a hostile work environment claim. No. AMD 04-3422, 2006 WL 173690, at *4 (D.Md. Jan. 25, 2006). In that case, the Court found racial harassment that included the use of phrases such as “black dummy” and “black bitch” did not create a hostile work environment. While the Rose court held that those insults were not racial in nature, this Court has identified a number of other cases within the Fourth Circuit wherein the use of the word “black” as a modifier for otherwise racially-neutral insults was, in fact, considered race-based harassment. See, e.g., Finch v. Smithfield Packing Co., No. 5:99CV10-BR, 2000 WL 33682696, at *4 (E.D.N.C. Feb. 10, 2000) (<HOLDING>); Jenkins v. City of Charlotte, No. Civ. A. Options: A. holding that an officer had reasonable suspicion to justify an investigatory stop of an automobile where the officer received a dispatch that a black male in a black bmw with a temporary license tag was selling controlled substances and the officer observed a person in an automobile fitting that description less than one minute later B. holding that the white defendants association with a black defendant was not sufficient to give them standing to join in the black defendants batson challenge C. holding that articulable facts sufficient to support a stop included a telephone call that two black males were selling drugs at a particular location discovery of the juvenile at that location with another black male and the juveniles nervous body reflexes D. holding that unequivocal examples of racial animus included instances when plaintiff was instructed to keep his black ass off the phone and was called a black son of a bitch and a black motherfucker E. holding that a reasonable jury could conclude that there was a racially hostile work environment when plaintiff was subjected to several statements involving racial epithets and a nude black doll was hung from a noose in his locker

assistant: The best answer is D. holding that unequivocal examples of racial animus included instances when plaintiff was instructed to keep his black ass off the phone and was called a black son of a bitch and a black motherfucker
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: If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Due to the nature of the Services, Service Provider may not issue any press release or other publicity regarding the subject matter of this Agreement, or publicly disclose that it is providing the Services to EIG, without EIG’s prior written consent. Neither party may publicly use the other party’s name, logo or other identifying indicia without the other party’s prior written consent.

assistant: Publicity
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: 264; Vahila v. Hall (1997), 77 Ohio St.3d 421, 430, 674 N.E.2d 1164; Civ.R. 56(E). {¶ 9} Under R.C. 3375.06, a board of library trustees “shall have the control and management of the county free public library, and in the exercise of such control and management shall be governed by sections 3375.33 to 3375.41, inclusive, of the Revised Code.” R.C. 3375.33 provides that “[t]he boards of library trustees * * * are bodies politic and corporate, and as such are capable of suing and being sued, contracting, acquiring, holding, possessing, and disposing of real and personal property, and of exercising such other powers and privileges as are conferred upon them by law.” See, generally, Blue Cross of Northeast Ohio v. Ratchford (1980), 64 Ohio St.2d 256, 259-260, 18 O.O.3d 450, 416 N.E.2d 614 (<HOLDING>). {¶ 10} Former R.C. 3375.40(H) provided that a Options: A. recognizing that the general assembly can delegate discretionary functions to administrative bodies and officers and holding that a statute does not unconstitutionally delegate legislative power if it establishes an intelligible principle to which the administrative body or officer must conform and if it establishes a procedure for effective review B. holding that the secretary may only delegate the powers and duties of the office to a natural person not to an administration or entity other than a natural person C. holding that if the contract involves the exercise of the municipal corporations business or proprietary powers it is binding on successor bodies if at the time the contract was entered into it was fair and reasonable and necessary or advantageous to the municipality D. holding that utah const art vi 1 limits legislatures ability to delegate legislative powers or functions to others E. holding that a district court may review successive or abusive claims but only if petitioner establishes cause and prejudice

assistant: The best answer is A. recognizing that the general assembly can delegate discretionary functions to administrative bodies and officers and holding that a statute does not unconstitutionally delegate legislative power if it establishes an intelligible principle to which the administrative body or officer must conform and if it establishes a procedure for effective review
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: Articles 1, 8, 11 (except as provided in Section 13.5) and 14 (except for Sections 14.3.2 and 14.5), and Sections 10.1, 10.2, 10.3, 12.3, 12.4, 12.5, 12.6, 13.5 and 13.6 shall survive the expiration (and any termination) of this Agreement.

assistant: Survival
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: was merely acting as Casey’s nominee by allowing him to park 28th Place in her name without relinquishing the benefits of ownership of the property. The district court agreed with the government and allowed forfeiture on this ground. Black’s Law Dictionary defines a “nominee” (in the context of property law) as a “party who holds bare legal title for the benefit of others or who receives and distributes funds for the benefit of others.” Black’s Law Dictionary 1149 (9th ed.2009). Unlike a party with a cognizable property interest, a nominee cannot claim a viable third-party interest sufficient to render a forfeiture invalid. See People v. Chicago Title and Trust Co., 75 Ill.2d 479, 27 Ill.Dec. 476, 389 N.E.2d 540, 544 (1979); United States v. Herrero, 893 F.2d 1512, 1542 (7th Cir.1990) (<HOLDING>), abrogated on other grounds by United States Options: A. holding lopez was inapplicable to the language prior conviction for a felony drug offense in 21 usc 841b1a because felony drug offense was defined in 21 usc 80244 as an offense that is punishable by imprisonment for more than one year under any law of the united states or of a state B. recognizing that we held in tilley that the forfeiture of proceeds from illegal drug sales pursuant to 21 usc 881a6 does not constitute punishment C. holding that drug quantity is an element of an offense under 21 usc 841 D. holding that scope of property subject to forfeiture is defined by the instrument creating an interest in the property E. holding that property held by another as nominal owner for benefit of a drug dealer subject to forfeiture under 21 usc 853

assistant: The best answer is E. holding that property held by another as nominal owner for benefit of a drug dealer subject to forfeiture under 21 usc 853