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: to Deitz's complaint, Palaigos was acting as the husband's attorney throughout that litigation. 3 . The other defendants later joined in this motion. 4 . Although we reach the same result as the trial court, we do so taking a different route. "Ordinarily, an appellate court will not affirm a summary judgment by ruling on a ground not ruled upon by the trial court.” Thomas v. City of Annapolis, 113 Md.App. 440, 450, 688 A.2d 448 (1997); see also Gresser v. Anne Arundel County,-Md.-, -, -A.2d - (No. 20, Sept. Term, 1997, slip op. at 9, filed Jan. 28, 1998). "If the alternative ground is one as to which the trial court had no discretion, however, summary judgment may be affirmed.” Thomas, 113 Md.App. at 450, 688 A.2d 448; see also Maryland Cas. Co., 100 Md.App. at 357-58, 641 A.2d 924 (<HOLDING>). In this case, the trial judge would have had Options: A. holding where an appellate court affirms trial courts grant of summary judgment on a particular ground the appellate court need not discuss the remaining grounds B. holding that an appellate court may affirm a grant of summary judgment on any ground appearing in the record even if the circuit court did not rely on it C. holding that the trial court may not grant summary judgment on a ground not raised in the motion D. holding that if the trial court would have had no discretion to deny summary judgment on an alternative ground the appellate court can on that alternative ground sustain the order granting summary judgment E. holding that trial court may not grant summary judgment on ground not presented by movant in writing

assistant: The best answer is D. holding that if the trial court would have had no discretion to deny summary judgment on an alternative ground the appellate court can on that alternative ground sustain the order granting summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: because you own your content and information and we only have non-exclusive rights to it , you may choose to make it available to others , including under the terms of a creative commons license .

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: defendant’s testifying medical expert). The more difficult issue is what limitation, if any, should be placed upon the party who is presenting and questioning his adversary’s former expert. In other words, may the party calling Ms opponent’s prior expert, the so-called “Red Rover” witness, inquire regarding the original retention. For us, the issue is one of first impression. A few New Jersey-eases have addressed the question, either directly or obliquely, and they have come to different conclusions. Compare Moore v. Kantha, 312 N.J.Super. 365, 377-78, 711 A.2d 967 (App.Div.1998) (finding original retention properly concealed from jury where “exceptional circumstances” justified partial use of adversary’s expert’s deposition), and Cogdell, supra, 220 N.J.Super. at 336-37, 531 A.2d 1379 (<HOLDING>), with Graham, supra, 126 N.J. at 372, 599 A.2d Options: A. holding that the opposing party must show substantial harm B. holding jury should have opportunity to consider fact that expert was imtially consulted by opposing party in judging experts credibility C. holding that fire expert should not have been sequestered where opposing expert testified to facts and theories not revealed prior to trial D. holding that the patientphysician privilege does not prevent testimony by a physician as to the fact that he was consulted by a patient on a certain date E. holding that the district court should have excluded expert testimony in an excessive force case where the expert testified that defendants conduct was not justified or warranted under the circumstances and totally improper noting that the experts opinions merely told the jury what result to reach

assistant: The best answer is B. holding jury should have opportunity to consider fact that expert was imtially consulted by opposing party in judging experts credibility
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: re Bay-Delta, 43 Cal.4th at 1165, 77 Cal.Rptr.3d 578, 184 P.3d 709. If it were the case that the no-amendment alternative fails to meet the Project's fundamental purpose by providing only residential accommodations and that the EIR-EIS rejected it for that reason, the court's conclusion that the EIR-EIS did not need to consider a no-amendment alternative would only be strengthened. 23 . Because the court rejects defendants’ contention that a no-amendment alternative could not meet the objective of providing overnight residential and tourist accommodation units, it finds the argument misdirected here as well. 24 . The court may consider the whole record in determining whether the range of alternatives is reasonable. See Cal. Native Plant Soc., 177 Cal.App.4th at 987, 99 Cal.Rptr.3d 572 (<HOLDING>). 25 . The Guidelines provide: [EJconomic, Options: A. holding that the trial judges failure to admonish the appellant regarding the range of punishment was harmless because the record was replete with statements by the parties concerning the punishment range and because there was nothing in the record to indicate that the appellant was unaware of the range of punishment B. recognizing that agencies have discretion to identify the range of reasonable alternatives C. holding that where complaint regarding alternatives analysis was that it was merely perfunctory court could review the whole record to assess the sufficiency of the range of alternatives in the eir D. holding that consultation with counsel and consideration of available alternatives are consistent with exercise of sound discretion E. holding that the record on direct appeal was insufficiently developed to permit the appellate court to assess the merits of the claim

assistant: The best answer is C. holding that where complaint regarding alternatives analysis was that it was merely perfunctory court could review the whole record to assess the sufficiency of the range of alternatives in the eir
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 may be terminated, and the transactions contemplated hereby may be abandoned, by written notice promptly given to the other parties hereto, at any time prior to the Closing by the Company, on the one hand, or if the Closing shall not have occurred on or prior to June 5, 2017 by the Purchaser on the other; provided that the Company or the Purchaser, as the case may be, shall not be entitled to terminate this Agreement pursuant to this Section 6 if the failure of Closing to occur on or prior to such dates results primarily from such party itself having materially breached any representation, warranty or covenant contained in this 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 case excerpt and choose the best holding from the options. Case excerpt: other things, that he has a “significantly protectable” interest in the property or transaction that is the subject of the suit. See Wilderness Soc’y v. U.S. Forest Serv., 630 F.3d 1173, 1177 (9th Cir.2011) (en banc); see also Fed.R.Civ.P. 24(a)(2). Klaas daims that 18 U.S.C. § 3771, which provides crime victims with certain rights, gives him a “significantly protectable” interest. We agree with the district court that it does not. Section 3771 gives crime victims rights in certain cases involving individual criminal defendants and prisoners and prescribes certain remedies. This case does not involve an individual defendant or prisoner, and intervention is not among the remedies listed in the statute. See 18 U.S.C. § 3771(b), (d); cf. Brandt v. Gooding, 636 F.3d 124, 136 (4th Cir.2011) (<HOLDING>). In addition, Klaas’s claim to an interest in Options: A. holding that a motion to intervene to assert the publics first amendment right of access to criminal proceedings is proper B. holding no right to counsel for capital defendants in state habeas proceedings C. holding that infirmities in state habeas proceedings do not constitute grounds for federal habeas relief D. holding that a deathsentenced state prisoner has a right to a competency determination in federal habeas proceedings E. holding that 3771 does not give crime victims the right to intervene in federal habeas proceedings

assistant: The best answer is E. holding that 3771 does not give crime victims the right to intervene in federal habeas proceedings
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: Employee acknowledges and agrees that the Severance Benefits, and other benefits provided herein are in full and complete satisfaction of the Company's obligations, if any, to pay Employee severance benefits pursuant to the Retention Agreement, or any other agreements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement has been validly authorized, executed and delivered by each Seller and, assuming the due authorization, execution and delivery thereof by the Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Seller will not result in any violation of the Company’s charter or bylaws or of any statute, rule or regulation to which such Seller is subject, or constitute, with or without the passage of time and giving of notice, an event that results in the creation of any lien, charge or encumbrance upon any of the Founder Shares.

assistant: Authority
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 understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators.

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: to demonstrate an actual conflict of interest. See Johnson v. State, 928 N.E.2d 893, 897 (Ind.Ct.App. 2010) (stating that an actual conflict of interest is one that requires the defense attorney to advance his own interests to the detriment of his client and “ ‘by its nature, is so threatening [as] to justify a presumption that the adequacy of representation was affected’” (quoting U.S. v. Ziegenhagen, 890 F.2d 937, 939-40 (7th Cir.1989))). Moreover, at the time of the January 20 hearing, Bronaugh’s jury trial was scheduled to begin in one month. Our Supreme Court has stated that a “trial court may refuse a motion for permission to withdraw if the court determines that there will be a resultant delay in the administration of justice.” Moore v. State, 557 N.E.2d 665, 668 (Ind.1990) (<HOLDING>). More significant, however, is that Bro-naugh Options: A. holding that a motion to intervene filed ten weeks after the commencement of the action was timely B. holding that the trial court lacked jurisdiction to rule on a 3800c motion filed one day late C. recognizing the late date of a motion to withdraw filed three weeks before trial D. holding that a motion court is compelled to dismiss late filed claims E. holding that district court did not abuse its discretion in denying a motion to withdraw guilty plea filed three weeks after entering the plea

assistant: The best answer is C. recognizing the late date of a motion to withdraw filed three weeks before trial
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: 377 U.S. 266 84 S.Ct. 1252 12 L.Ed.2d 290 Gerson NAGELBERGv.UNITED STATES. No. 785. Decided May 25, 1964. Irwin Klein, for petitioner. Solicitor General Cox, Assistant Attorney General Miller, Beatrice Rosenberg and Robert G. Maysack, for the United States. PER CURIAM. 1 On April 11, 1962, petitioner pleaded not guilty to federal narcotics charges; thereafter, on July 18, 1962, he was permitted to withdraw this plea and plead guilty; in November 1962, when the case came on for sentencing, he moved to withdraw his guilty plea because of facts and circumstances which had changed since the time of the plea, including petitioner's extensive cooperation with the Government. The Government acquiesced in this motion, but the district judge denied it, holding that he had no power to permit withdrawal of the plea on such grounds. The court sentenced petitioner to the minimum statutory term of imprisonment and the Court of Appeals affirmed the conviction, 2 Cir., 323 F.2d 936. 2 The Government now says that it consented to petitioner's motion to withdraw his plea because it 'planned to dismiss the pending indictment against petitioner and substitute lesser charges.' The Government admits that this purpose was not expressly stated and that 'it may be that the court was misled.' In these circumstances, we believe that the court has discretion to permit withdrawal of the plea. See Kercheval v. United States, 274 U.S. 220, 224, 47 S.Ct. 582, 583, 71 L.Ed. 1009 (1927). Accordingly, we grant the petition for certiorari, vacate the judgment of the Court of Appeals and remand the case to the District Court for further proceedings in conformity with this opinion.

assistant: 1
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: Guarantor is not a party to any agreement, instrument or indenture, or subject to any restriction, materially adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements referred to in Section 3(g) . Guarantor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument, or indenture which default would, or could reasonably be expected to, have a Material Adverse Effect. As of the date of this Guaranty, no holder of any Debt of Guarantor has given notice of any alleged default thereunder, or, if given, the same has been cured or will be cured by Guarantor within the cure period provided therein, or has been waived in writing by such holder. No liquidation or dissolution of Guarantor and no receivership, insolvency, bankruptcy, reorganization or other similar proceedings relative to Guarantor or any of Guarantor’s property is pending or, to the knowledge of any Responsible Officer of Guarantor, threatened.

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 legal provision and list the applicable contract clause categories. Provision: The Company shall pay on the Closing Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities with the SEC; (b) reserved; (c) all fees and expenses relating to the listing of all such Common Stock underlying the Securities on the Principal Market and such other stock exchanges as the Company determines; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company may reasonably designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Company may reasonably designate; (f) the costs of all mailing and printing of the placement documents (including, without limitation, this Agreement and any “blue sky” surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Company may reasonably deem necessary; (g) the costs and expenses of the Company’s financial public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Securities; (i) fees and expenses of the Company’s transfer agent or DTC (as defined below); (j) reserved; (k) the fees and expenses of the Company’s accountants; and (l) the fees and expenses of the Company’s legal counsel and other agents and representatives. Such fees may be withheld at the request of the Company from the Purchase Price at the Closing. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to payment relating to subpart (i) above. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( 8 ) eavesdrop , intercept or monitor any oral communication which is not intended for you or use any tool designed to distort or prevent oral communication of the users .

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: Bank shall have received such evidence as Bank may reasonably require to verify that each Loan Party has obtained all consents, approvals, permits or other authorizations from all relevant Governmental Authorities, required to be obtained in connection with the execution, delivery or performance by, or enforcement against, each Loan Party of this Amendment and the other Loan Documents.

assistant: Consents
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 exercise of this Stock Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued shares upon exercise, are subject to the Optionee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld (including, without limitation, any social security, healthcare or mandatory retirement contributions and similar taxes or employee contributions) . No shares will be transferred pursuant to the exercise of this Stock Option unless and until the person exercising this Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, local , or foreign withholding tax requirements, or has made other arrangements satisfactory to the Company with respect to such taxes. The Optionee authorizes the Company and its subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee, but nothing in this sentence shall be construed as relieving the Optionee of any liability for satisfying his or her obligation under the preceding provisions of this Section.

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: Borrower represents and warrants that Borrower lawfully holds and possesses (a) a valid fee simple interest in the Real Property, as designated on Exhibit A , and the fixtures located thereon and (b) fee simple title to the Subject Property that is not the Real Property or fixtures on the Real Property, without limitation on the right to encumber, and that this Deed of Trust is a first and prior lien on the Subject Property, subject only to the Permitted Liens. Neither Borrower, nor any Affiliate of Borrower, has any interest in any real property, not encumbered hereby, which is utilized in any material manner in connection with the use or operation of the Subject Property or which is necessary and required for the use and operation of the Subject Property.

assistant: Titles
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: interest in the Annuity to remain with [Claude].” Supporting the trial court’s finding is a letter from Jean to Cindy Lott, Jean’s daughter and the personal representative of her estate, and testimony from Lott. Jean’s letter stated “I went to United today and had my beneficiary changed on my IRA account. I put it in your name and Dianne as [contingent] in case something happens to you. Dianne is beneficiary to my annuity account.” Lott testified that Jean attempted to change the beneficiary of annuity and that Jean thought that the beneficiary was changed. Claude argues, however, that both Jean’s letter and Lott’s testimony violate the Dead Man’s Statute, S.C.Code Ann. § 19-11-20 (1985). Unquestionably, Jean’s letter is admissible. Harris v. Berry, 231 S.C. 201, 98 S.E.2d 251 (1957) (<HOLDING>). In addition, because Lott’s testimony is Options: A. holding that defendants were not in control and therefore were not supervisors and not subject to liability under 1983 B. holding that the shareholders were not thirdparty beneficiaries because they were not directly benefited by the contract between the government and the thrifts C. holding that letters written by decedent to the testatrix and a first cousin who were designated as beneficiaries under the will were not within prohibition of the dead mans statute and were improperly excluded D. holding that the litigation privilege did not preclude a malicious prosecution claim where the accusatorial statements that led to the plaintiffs arrest were made before the charges against him were filed and were not made during and were unrelated to the judicial proceeding E. holding that because the record does not indicate that the extraneous documents or averments were excluded by the court we must assume that they were considered

assistant: The best answer is C. holding that letters written by decedent to the testatrix and a first cousin who were designated as beneficiaries under the will were not within prohibition of the dead mans statute and were improperly excluded
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 failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

assistant: No 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: Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and Purchaser. Holder hereby authorizes the Company and Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Units and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents.

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: 3.5. "Confidential information" means any information of whatever form relating to the Project or Discloser or any of its Affiliates or Clients, supplied or made available by Discloser or on its behalf to recipient or Recipient Representatives, copies of any such information regardless of whether such information is identified as confidential or not; and information regarding: 3.5.3. Any information including those parts of analyses, compilations, studies and other documents which contain, reflect or are derived from such information referred to in this Clause 3.4 or discussions and negotiations relating to the project.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the circuit court is to “hear the testimony of witnesses and try the case de novo.” Tenn.Code Ann. § 37-l-159(a). While the record of the juvenile court proceedings is required to be provided to the circuit court on appeal, Tenn. Code Ann. § 37-l-159(c), the circuit court is not limited to that record. On the contrary, the circuit court in a dependency and neglect proceeding may not rely solely on the record made before the juvenile court, but under Tenn.Code Ann. § 37-1-159(c) must try the case de n fact in support of the ultimate issues, we review the factual findings pursuant to Tenn. R.App. P. 13(d), de novo with a presumption of correctness unless the evidence preponderates otherwise. In re A.T.P., No. M2006-02697-COA-R3-JV, 2008 WL 115538, at *4 (Tenn.Ct.App. Jan.10, 2008) (<HOLDING>); see also In re Adoption of A.M.H., 215 S.W.3d Options: A. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case B. holding that findings of fact in a dependency and neglect action for severe child abuse are presumed to be correct unless the evidence preponderates against them C. holding that actions for neglect and dependency governed by uccja D. holding a woman may be prosecuted for child neglect and endangering a child for prenatal substance abuse E. holding that findings of fact made in administrative proceedings are considered to be prima facie correct and that where a district court has heard and considered additional evidence we review its findings of fact for clear error

assistant: The best answer is B. holding that findings of fact in a dependency and neglect action for severe child abuse are presumed to be correct unless the evidence preponderates against them
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 dispute arising between the Company and Executive with respect to the performance or interpretation of this Agreement shall be submitted to arbitration, in Cleveland, Ohio, for resolution in accordance with the commercial arbitration rules of the American Arbitration Association, modified to provide that the decision by the arbitrators shall be final and binding on the parties, shall be furnished in writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based, and shall be rendered within 90 days following impanelment of the arbitrators. In the event that a dispute arises regarding whether an amount is owed under Section 8(a) following Executive’s termination of employment, the Company agrees to pay Executive a single lump sum payment, within 30 days of the date the related arbitration commences pursuant to this Section 12, equal to the cash value of the compensation and benefits that would have been paid or provided to Executive had he remained employed with the Company for the 90 day period following the date of his termination of employment (the “Disputed Payment”). The Disputed Payment represents the portion of the payments under Section 8(a)(i) that the Company is willing to pay pending resolution of the dispute, and will only be paid if the requirements of Treasury Regulation Section 1.409A-3(g) are met. If any arbitration pursuant to this Section 12 results in an award of payments provided under Section 8(a)(i), such award will be paid by the time required under Treasury Regulation Section 1.409A-3(g) and will be reduced by the Disputed Payment actually paid to Executive. Following a decision by the arbitrators, the costs of arbitration shall be divided and legal fees shall be awarded as directed by the arbitrators.

assistant: Arbitration
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 Amendment may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Amendment shall become binding when one or more counterparts taken together shall have been executed and delivered by each of the parties. Except as modified or supplemented by this Amendment, the terms of the Employment Agreement arc hereby ratified and confirmed. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without reference to principles of conflicts of law.

assistant: Miscellaneous
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: Employee shall perform in a professional and business-like manner, and to the best of his ability, the duties described on Schedule 1 to this Agreement and such other duties as are assigned to him from time to time by Employer's President and Chief Executive Officer. Employee understands and agrees that his duties, title and authority may be changed from time to time in the discretion of Employer's President and Chief Executive Officer. Employee's services hereunder shall be rendered at Employer's principal executive office, except for travel when and as required in the performance of Employee's duties hereunder.

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: Prologis shall not, and shall not permit any other Company to, enter into any transaction of any kind with any Affiliate of Prologis, whether or not in the ordinary course of business; provided that the foregoing restriction shall not apply to (a) transactions with existing shareholders of Consolidated Subsidiaries and Unconsolidated Affiliates, (b) transactions (i) on fair and reasonable terms substantially as favorable to such Company as would be obtainable by such Company at the time in a comparable arm’s length transaction with a Person other than an Affiliate or (ii) that comply with the requirements of the North America Security Administrators Association’s Statement of Policy of Real Estate Investment Trusts, (c) payments to or from such Affiliates under leases of commercial space on market terms, (d) payment of fees under asset or property management agreements under terms and conditions available from qualified management companies, (e) intercompany Liabilities and other Investments between any Company and its Consolidated Subsidiaries and Unconsolidated Affiliates otherwise permitted pursuant to this Agreement and between the Company and General Partner, (f) transactions between Companies and the between any Company and General Partner, and (g) transactions otherwise permitted hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. The Executive agrees that she shall not raise in any proceeding brought to enforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit Executive’s ability to earn a living.

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 case excerpt and choose the best holding from the options. Case excerpt: Id. The court also rejected the application of state-law indemnity principles, stating that creating a state-law-based indemnity remedy on behalf of employers would not serve the purpose of national minimum standards and would diminish employer incentive to comply with the FLSA, as well as deprive the supervisory employees of the overtime compensation to which they are entitled under the FLSA. Id. The other courts of appeals that have considered the issue have agreed with the Fifth Circuit’s decision in LeCompte. See Lyle v. Food Lion, 954 F.2d 984, 987 (4th Cir.1992) (affirming dismissal of employer’s counterclaim and third-party complaint for indemnity against plaintiff-supervisor for plaintiffs’ FLSA claims); Martin v. Gingerbread House, Inc., 977 F.2d 1405, 1408 (10th Cir.1992) (<HOLDING>); Herman v. RSR Sec. Services Ltd., 172 F.3d Options: A. holding that the flsa preempted plaintiffs fraud claim B. holding employers thirdparty complaint seeking indemnity from employee for alleged flsa violations was preempted C. holding that thirdparty indemnity claims are not premature D. holding under flsa E. holding that 42 usc 1983 does not provide a remedy for flsa violations

assistant: The best answer is B. holding employers thirdparty complaint seeking indemnity from employee for alleged flsa violations was preempted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Sections 5 and 6, the Executive shall be entitled to receive a base salary (the “Base Salary”) at a rate of $289,893.00 per annum, such rate to be effective as of April 3, 2019. Such rate may be adjusted upwards, but not downwards, from time to time by the Board or the Committee, in their sole discretion. The Base Salary shall be paid in equal installments on a biweekly basis or in accordance with the Company’s current payroll practices, less all required deductions. The Base Salary shall be pro-rated for any period of service less than a full year.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the ACCA is to add to a defendant’s punishment because of his prior criminal acts; the purpose of the Bail Reform Act is to release only those defendants as to whom conditions of release can be fashioned which will reasonably assure the safety of other persons and the community. It is therefore quite logical to impose greater punishment only if the prior criminal acts occurred at separate times but to assess the risk to the community if a defendant is released on bail based on his prior convictions regardless of whether they arose out of the same or different courses of conduct. See generally United States v. Campbell, 28 F.Supp.2d 805, 809 (W.D.N.Y., 1998). I respectfully disagree with the contrary holding in the case of United States v. Selby, 333 F.Supp.2d 367 (D.Md., 2004) (<HOLDING>). 6 . A felony is defined in 18 U.S.C. § Options: A. holding that such an instruction is a useless act if no unadjudicated offenses have been introduced B. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible C. holding that a defendants statements regarding offenses for which he had not been charged were admissible notwithstanding the attachment of his sixth amendment right to counsel on other charged offenses D. holding that under the bail reform act for a defendant to have been convicted of two or more offenses constituting crimes of violence offenses must have been committed on different occasions E. holding that when two underlying offenses are charged in an indictment for capital murder the state need only prove one of the two offenses to support the conviction

assistant: The best answer is D. holding that under the bail reform act for a defendant to have been convicted of two or more offenses constituting crimes of violence offenses must have been committed on different occasions
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: on the basis of Ms. Nicastro’s apparent or ratified authority fails. C. Defendant’s Termination of the CBA Defendant contends that even if the CBA is valid and enforceable, it was termi nated by Bentz’s failure to sign the renewal assent in 1994, or, in the alternative, by Bentz’s March 1996 letter to the Funds. We find Defendant’s argument to be without merit for two reasons. First, Bentz’s actions did not constitute termination of the CBA according to its explicit terms. Second, the Third Circuit only recognizes three distinct defenses to actions by benefit funds for e h “Evergreen Clauses” requiring written notice are not terminated absent compliance with the terms of the contract. See, e.g., Local 257, Int’l Bhd. of Elec. Workers v. Grimm, 786 F.2d 342, 345-46 (8th Cir.1986) (<HOLDING>); Central States, Southeast, and Southwest Options: A. holding that noncompliance with terms of agreement did not terminate agreement failure to comply with date requirement in termination procedure rendered termination ineffective and letter between nonparty and party could not terminate agreement B. holding that an agreement providing this agreement when signed by author and publisher will cancel and supercede the previous agreements was clearly intended to terminate an earlier agreement C. holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement D. holding franchisor could not arbitrarily terminate franchise agreement as it would be a disregard of franchisees interests under the agreement E. holding that a complaint for interference with a collective bargaining agreement against a nonparty to that agreement is not actionable under 301a of the lmra

assistant: The best answer is A. holding that noncompliance with terms of agreement did not terminate agreement failure to comply with date requirement in termination procedure rendered termination ineffective and letter between nonparty and party could not terminate agreement
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: Camp and/or Select Analytics shall, upon request, cooperate with Geospatial in the defense of any Claim currently pending or hereinafter pursued against Geospatial that arises out of or relates to the Asset Purchase Agreement, the Employment Contract, Camp’s hiring, employment, association, termination or separation from Geospatial. Camp and/or Select Analytics shall not voluntarily cooperate with or provide assistance to any such claim against Geospatial and/or its officers and/or directors, whether pending or otherwise. In the case of legal proceedings, Camp and/or Select Analytics shall notify Geospatial in writing of any subpoena or other similar notice to give testimony or provide documentation within two (2) business days of receipt, such that Geospatial may have an opportunity to seek and obtain, among other things, an appropriate protective order or seek to intervene in the matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 11.1.4 below, the Collateral shall not be subject to any liens or encumbrances, whether inferior or superior to the Loan Documents or the Security Documents, except in respect of: (a) real estate taxes and personal property taxes not yet due and payable; and (b) Permitted Title Exceptions. All real estate taxes, personal property taxes and other municipal charges relating to any of the Collateral shall be current.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: bad faith breach of contract claim, it is clear that a state law bad faith cause of action against an ERISA provider is expressly preempted. In order to be characterized as a state law regulating insurance, the law must be “specifically directed toward that industry.” Pilot Life Ins. Co., 481 U.S. at 50, 107 S.Ct. 1549. Stated differently, the state law must “home[] in on the insurance industry.” Ward, 526 U.S. at 368, 119 S.Ct. 1380. The Iowa courts have not confined common law, bad faith causes of action to the insurance industry. Rather, it is a general law, applicable to the entire panoply of contracts. Accordingly, the plaintiffs’ common law bad faith cause of action is not saved from preemption by ERISA’s savings clause. See Pilot Life Ins. Co., 481 U.S. at 51, 107 S.Ct. 1549 (<HOLDING>), Kidneigh, 345 F.3d at 1186-87 (holding that Options: A. holding that a bad faith claim is a tort B. holding that improper motive is element of bad faith C. holding that a state common law of bad faith was not integral to the insurerinsured relationship D. holding title company liable for bad faith E. holding that bad faith includes lack of good faith in investigating the facts of a complaint

assistant: The best answer is C. holding that a state common law of bad faith was not integral to the insurerinsured relationship
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, and the security interest and collateral assignment of the Company’s rights in the Collateral, shall automatically terminate and become null and void, without further action by or notice to any party, upon the payment in full of all principal and accrued interest under the Notes or the conversion thereof into equity securities of the Company; and thereupon Agent and the Investors shall execute and deliver to the Company any instruments which may be necessary or appropriate to terminate such security interest and assignment and to reassign the Collateral to the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the Current SEC Reports, as of the First Amendment Effective Date, there shall be no actions, suits or proceedings pending or, to the knowledge of a Responsible Officer, threatened (i) with respect to this Agreement or any other Loan Document or (ii) which the Administrative Agent or the Required Lenders reasonably believe would reasonably be expected to have a Material Adverse Effect.

assistant: Litigations