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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term (as defined in Section 3.1 ), Executive shall serve as President – Well Support Services of the Parent, or in such other position(s) as the Board or the Parent’s Chief Executive Officer shall determine. Executive shall comply with the policies of the Company Group as may be in effect from time to time for executive officers, including the Company Group’s policies regarding confidentiality, ownership of intellectual property, drug testing, trading in securities of the Parent, discrimination and harassment, and lawful and ethical conduct. Executive shall have such duties, authorities and responsibilities as the Board or the Parent’s Chief Executive Officer shall designate that are consistent with Executive’s position.

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 case excerpt and choose the best holding from the options. Case excerpt: of his Florida Rule of Criminal Procedure 3.850 motion, which raised several claims. We affirm and write to specify that the affirmance of the denial of one of the claims is without prejudice. Moore entered a negotiated, no contest plea to several offenses, including two counts of burglary of a dwelling. The factual basis for the plea explained that Moore stole “air-conditioning units” from two homes under construction. Moore claims that his plea was involuntary because the factual basis does not support the burglary of a dwelling charges. This claim is properly raised in a 3.850 motion. Franklin v. State, 645 So.2d 166 (Fla. 4th DCA 1994). Moore argues that the houses did not qualify as dwellings because they were under construction. See Perkins v. State, 682 So.2d 1083 (Fla.1996)(<HOLDING>). Moore does not specify how the homes did not Options: A. holding that the evidence was sufficient to preclude inference where he tried to enter the house drunk and was staying at the neighboring house B. holding that rooming house residents had a legitimate expectation of privacy in the front hallway of the house they shared which was not obviously a rooming house open to the general public C. holding that an unoccupied house is afforded the same protection under section 8100112 as an occupied house D. holding that home includes adjacent garage and noting that at common law dwelling house included the privy barn stable cow house and dairy house if they are part of the same parcel although they are not under the same roof or contiguous to it E. holding that defendant staying in abandoned house had no legitimate expectation of privacy in the house despite having a key to the house and the ability to let people in and out of it

assistant: The best answer is C. holding that an unoccupied house is afforded the same protection under section 8100112 as an occupied house
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: commission of ... unlawful distributing or dispensing of controlled dangerous substances.... Second degree felony murder occurs when a person engages in the commission of any felony other than the unlawful acts set out in section 701.7(B) which results in death. 21 O.S.1991, § 701.8(2). Because unlawful distribution of a controlled dangerous substance is an enumerated felony for first degree felony murder, it cannot serve as the basis for a second degree felony murder charge. Id. Therefore, the State cannot charge McCann or anyone else with second degree felony murder if the underlying felony is unlawful distribution of a controlled dangerous substance. This does not mean that the State cannot charge McCann with second degree depraved mind murder. See Palmer v. State, 871 P.2d at 433 (<HOLDING>). The State’s choices are to charge McCann with Options: A. holding that simple possession is not a lesserincluded offense of distribution of a controlled substance B. holding different rule applicable for conviction of second degree murder C. holding that instructions on depraved mind murder were correctly refused when the defendant shot the victim a second time in the chest at close range D. holding distribution of a controlled dangerous substance which results in death can constitute second degree depraved mind murder E. holding that states pretrial amendment of the original indictment charging defendant with willful and deliberate first degree murder to add an alternative murder theory of depraved mind murder did not add a different offense and therefore did not prejudice the defendant

assistant: The best answer is D. holding distribution of a controlled dangerous substance which results in death can constitute second degree depraved mind murder
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 for actions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in a federal court in the Northern District of California or in state court in the County of San Mateo, California, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.

assistant: Jurisdictions
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: Lessor and Lessee agree that the covenants and provisions of this Second Amendment shall not be divulged to anyone not directly involved in the management, administration, ownership, lending against, sale or marketing or subleasing of the Premises, other than Lessee’s or Lessor’s counsel or leasing or sub-leasing broker, accountants, financial advisors, lenders, investors, investment bankers, purchasers or any proposed assignee or sublessee, as required by law or in connection with any filing with the Securities and Exchange Commission or any legal proceeding.

assistant: Confidentiality
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: Interest will accrue from the date hereof on the Principal amount at the rate of fifty-six one hundredths of a percent (0.56%) per annum until payment in full or until the conversion of the Principal pursuant to Section 2 of this Note. If the Principal is not converted pursuant to Section 2 of this Note, interest shall be paid with the Principal amount on the Maturity Date. If the Principal is converted pursuant to Section 2 of this Note, interest accrued through the Conversion Date shall be paid on the Conversion Date in accordance with Section 2 of this Note.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 17 C.F.R. § 240.1Ob-5 (2000); cf. NRS 90.570(2) and (3). 13 See Paracor Finance v. General Elec. Capital Corp., 96 F.3d 1151, 1157 (9th Cir. 1996) (stating that “[t]he elements of a Rule 10b-5 claim are: (1) a misrepresentation or omission of a material fact, (2) reliance, (3) scienter, and (4) resulting damages”); see also Shivers v. Amerco, 670 F.2d 826, 831 (9th Cir. 1982) (stating that “[t P.2d 977, 982 (Idaho 1995) (<HOLDING>); State, Dept. of Finance v. Tenney, 858 P.2d Options: A. holding that the challenge to the sign code is moot because the original code was repealed and superseded and there was no reasonable likelihood the city would reenact the old code B. holding obscenity statute required proof of scienter C. holding that the state need not make a showing of scienter under idaho code 3014032 and 3 cf nrs 905702 and 3 D. holding that members of idaho state board of medicine their staff and their counsel were entitled to absolute immunity under butz and mishler E. holding child molesting statute required proof of scienter

assistant: The best answer is C. holding that the state need not make a showing of scienter under idaho code 3014032 and 3 cf nrs 905702 and 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: are satisfied. 3. Class Period Defendants seek a hearing to consider the range of stock prices over the proposed Class Period and possible reasons that may have contributed to the decline in Herley’s stock prices. In addition, Defendants seek to have the Court consider evidence concerning when Defendants first knew or should have known about the non-performing equipment claims that led to the April 26, 1994 press release. In effect, Defendants want the Court to make a decision on the merits during its consideration of the pending motion. To determine these issues at this time is inappropriate. Preliminary assessment on the merits should be deferred until later in the proceedings. See Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 177-78, 94 S.Ct. 2140, 2152-53, 40 L.Ed.2d 732 (1974) (<HOLDING>); Sherin v. Gould, 115 F.R.D. 171, 174-75 Options: A. holding the court was not required to decide the issue of whether the district court properly certified a rule 23b2 class because the court already concluded that the district court appropriately certified the class under rule 23b3 citing authority for the proposition that a court need only find that a class action may be maintained under any of the three subdivisions B. holding that where the action was filed as a class action and a consent decree was entered into entry of the consent decree was sufficient certification of the action as a class action under rule 23 C. holding that the right of all putative members of a proposed class in an action filed pursuant to kansass class action rule of civil procedure to file a separate action is preserved pending the determination of whether the initial case shall be maintained as a class action D. holding that the court has no authority to conduct a preliminary inquiry into the merits of an action to determine whether it may be maintained as a class action E. holding that no action may be maintained on an illegal agreement

assistant: The best answer is D. holding that the court has no authority to conduct a preliminary inquiry into the merits of an action to determine whether it may be maintained as a class action
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 Legislature when that intent is clear. State v. D.A., supra, 191 N.J. at 164, 923 A.2d 217. By holding that Chapter 91’s appeal-preclusion provision does not apply to non-income-producing properties, we give effect to the statute’s clear language. We recognize, however, that the Legislature may hereafter amend the statute to provide practical consequences to non-responding owners of non-income-producing properties. Finally, we note that a property owner, when failing to respond to a Chapter 91 request, runs the risk that the property will ultimately be found to be income-producing. In such a case, the taxpayer’s appeal would properly be limited under Ocean Pines, supra, 112 N.J. at 11, 547 A.2d 691. See Alfred Conhagen, Inc. v. S. Plainfield Boro., 16 N.J. Tax 470, 474 (App.Div.) (<HOLDING>), certif. denied, 151 N.J. 74, 697 A.2d 546 Options: A. holding that plaintiff was limited to ocean pines reasonableness hearing when plaintiffs property had formerly been incomeproducing and plaintiff had failed to respond to a chapter 91 request notifying the assessor of the change in his propertys status B. holding so where the plaintiff alleged that the defendant had colluded to claim falsely that the plaintiffs physician had informed the claims adjuster that the plaintiff had been released to work and where the plaintiff was later discharged from employment and denied workers compensation benefits C. holding that the ada plaintiff was unable to perform essential functions of job when the plaintiffs psychotherapist had told the employer that the plaintiff was unable to work in any position when the plaintiff did not disagree with that point and when the plaintiff in response to a request for admission conceded that she was no longer able to work D. holding that because plaintiff could not establish which portions of the tapes had been played in court plaintiff failed to meet his burden E. holding that plaintiff was not entitled to a presumption of nominal damages when she had failed to request them

assistant: The best answer is A. holding that plaintiff was limited to ocean pines reasonableness hearing when plaintiffs property had formerly been incomeproducing and plaintiff had failed to respond to a chapter 91 request notifying the assessor of the change in his propertys status
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 representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided , however , that (i) the provisions of Article VII (Termination), Article VIII (Indemnification), Section 9.1 (Fees and Expenses), Section 9.2 (Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial), Section 9.4 (Notices), Section 9.8 (Governing Law), Section 9.11 (Publicity), Section 9.12 (Severability) and this Section 9.9 (Survival) shall remain in full force and effect notwithstanding such termination, (ii) if the Investor owns any Shares at the time of such termination, the covenants and agreements of the Company and the Investor, as applicable, contained in Section 5.1 (Securities Compliance), Section 5.3 (Compliance with Laws), Section 5.7 (Stop Orders), Section 5.8 (Amendments to the Registration Statement; Prospectus Supplements), Section 5.9 (Prospectus Delivery), Section 5.11 (Effective Registration Statement), Section 5.12 (Non-Public Information) and Section 5.13 (Broker/Dealer) shall remain in full force and effect notwithstanding such termination for a period of six months following such termination, (iii) the covenants and agreements of the Investor contained in Section 5.10 (Selling Restrictions) shall remain in full force and effect notwithstanding such termination for a period of 90 days following such termination, and (iv) if the Investor owns any Shares at the time of such termination, the covenants and agreements of the Company contained in Section 5.2 (Registration and Listing) shall remain in full force and effect notwithstanding such termination for a period of 30 days following such termination.

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 legal provision and list the applicable contract clause categories. Provision: Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings or its Restricted Subsidiaries) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon fair and reasonable terms no less favorable to Holdings or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, Holdings and its Restricted Subsidiaries may (i) pay to the Sponsor and its Affiliates fees, indemnities and expenses permitted by the Management Agreement; (ii) enter into and perform its obligations under the Management Rights Agreement; (iii) enter into any transaction with an Affiliate that is not prohibited by the terms of this Agreement to be entered into by Holdings or such Restricted Subsidiary with an Affiliate; (iv) without being subject to the terms of this Section 7.10, enter into any transaction with any Person which is an Affiliate of Holdings only by reason of such Person and Holdings having common directors; (v) enter into the Canadian Reorganization or the UK Reorganization and (vi) transactions in connection with any Permitted Receivables Financing. For the avoidance of doubt, this Section 7.10 shall not apply to (i) employment, benefit, compensation, bonus, retention and severance arrangements with, and payments of compensation or benefits to or for the benefit of, current or former employees, officers or directors of Holdings or any of its Restricted Subsidiaries, including, without limitation, Randy Snyder or (ii) Investments by Affiliates in Qualified Capital Stock of Holdings (and/or such Affiliate’s exercise of any permitted rights with respect thereto) and investments by Affiliates in Term Loans in accordance with Section 10.6(h).

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: No Guarantor will (a) make any modification or repairs to, or replacement of, the Vessel owned by it or equipment installed on that Vessel which would or is reasonably likely to materially alter the structure, type or performance characteristics of that Vessel or materially reduce its value; or (b) remove any material part of the Vessel owned by it, or any item of equipment installed on, that Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any security interest or any right in favor of any person other than the Security Trustee and becomes on installation on that Vessel, the property of that Guarantor and subject to the security constituted by the Vessel Mortgage, provided that a Guarantor may install and remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel owned by it.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any of the Parties without the prior written consent of the other Parties, and any such assignment without such prior written consent shall be null and void; provided ; however , that Buyer may assign, transfer or delegate its rights and obligations pursuant to this Agreement, in whole and not in part, to one of the following persons if such Person signs a written agreement evidencing its assumption of such rights and obligations: (a) any direct wholly-owned Subsidiary of Buyer or any successor in interest to Buyer; (b) one or more banks or other lenders providing financing to Buyer or its Affiliates from time to time; or (c) any Person that acquires the outstanding shares of capital stock or substantially all of the assets of Buyer.

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: LaPrease would be entitled to benefits if he submitted proof upon which Unum determined that he “is limited from performing the material and substantial duties of [his] regular occupation due to [his] sickness or injury; and [he has] a 20% or more loss in [his] indexed monthly earnings due to the same sickness or injury.” UACL 00232. Based on the findings of its consulting physicians, Unum determined that Mr. La-Prease did not meet this definition of disabled. Unum has no obligation to give more weight to the opinions of Mr. La-Prease’s treating physicians than to its own physicians, as long as such evidence is credible. Black & Decker Disability Plan v. Nord, 538 U.S. 822, 829-34, 123 S.Ct. 1965, 155 L.Ed.2d 1034 (2003); Gannon v. Met. Life Ins. Co., 360 F.3d 211, 214 (1st Cir.2004) (<HOLDING>). Mr. LaPrease has not submitted any evidence Options: A. recognizing duty by examining physician even absent formal physicianpatient relationship B. holding that the evidence relied on by the insurer need not include the opinion of an examining physician C. holding that where a treating physicians opinion is contradicted by a consulting physician the alj must explain on the record the reasons for rejecting the opinion of the treating physician D. holding physician entitled to recover attorneys fees actually paid by malpractice insurer because physician was personally liable in the first instance E. holding that an insurer had conclusively established a reasonable basis for denying a claim when it relied on an experts opinion even though another expert had expressed a conflicting opinion

assistant: The best answer is B. holding that the evidence relied on by the insurer need not include the opinion of an examining physician
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: Bucci, the former president and CEO of AMSA, became Defendant’s vice president of operations; (3) Defendant continued to operate from AMSA’s former office in East Syracuse and eventually retained all of AMSA’s 115 employees, including Sean McGuigan; (4) Defendant acquired and used AMSA’s equipment, such as the money counters and trucks, and covered the AMSA name with its own; (5) the same management who operated AMSA operated Loomis, Fargo & Co., and continues to play a role in Defendant’s operations; (6) Defendant notified Plaintiff on July 1, 2003 that all future payments for services rendered under the 2000 Contract should be paid to them; and (7) Defendant continued to perform AMSA’s obligations under the 2000 Contrac , No. 5:10-CV-044, 2012 WL 369286, *2 (M.D.Ga. Feb. 3, 2012) (<HOLDING>). It is clear that the doctrine of successor Options: A. holding that successor liability is not a tort it is an equitable tool used to transfer liability from a predecessor to a successor quotation omitted B. holding that state law governs application of successor liability to cercla defendants C. holding that conflict rule for tort cases should apply to corporate successor liability issue D. holding that state law determines successor liability under cercla E. recognizing cercla successor liability

assistant: The best answer is A. holding that successor liability is not a tort it is an equitable tool used to transfer liability from a predecessor to a successor quotation omitted
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: less than forty-five days before the runoff, and the transmittal of the SWAB alone fails to provide UOCAVA voters with the necessary candidate information to satisfy the purpose of UOCAVA. Thus, considering the above, the Court finds that the United States is entitled to the declaratory judgment it seeks. The Court also find that the presence of irreparable harm, necessary for the entry of a permanent injunction. Irreparable harm occurs when a UOCAVA voter is denied the right to receive a sufficient absentee ballot in accordance with the provisions of § 1973ff-l(a)(8). The Supreme Court has consistently recognized that the right to vote is essential to the United States’ form of government. See, e.g., Bartlett v. Strickland, 556 U.S. 1, 10, 129 S.Ct. 1231, 173 L.Ed.2d 173 (2009) (<HOLDING>); Williams v. Rhodes, 393 U.S. 23, 30, 89 S.Ct. Options: A. holding that the right to drive is not a fundamental right B. holding right to be fundamental C. holding that the right to vote is fundamental D. holding that a fair referendum assuring the equal right to vote under 101a1 includes the right of members to have the vote scheduled at a time when they can exercise their vote and the right to be free from intimidation or fear of reprisal E. recognizing that a criminal defendants right to a fair trial is fundamental

assistant: The best answer is C. holding that the right to vote is fundamental
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: 985, 124 S.Ct. 486, 157 L.Ed.2d 377 (2003). Plaintiffs remaining claims fail to state a “colorable constitutional claim of due process violation that implieate[s] a due process right [either] to a meaningful opportunity to be heard or to seek reconsideration of an adverse benefits determination.” Evans v. Chater, 110 F.3d 1480, 1483 (9th Cir.1997) (alteration in original) (citation and internal quotation marks omitted) (describing an exception to the exhaustion requirement for colorable due process claims). Moreover, we hold that the district court did not abuse its discretion when it dismissed Plaintiffs Second Amended Complaint with prejudice, after giving Plaintiff two prior opportunities to focus and clarify his complaint. Cf. McHenry v. Renne, 84 F.3d 1172, 1180 (9th Cir.1996) (<HOLDING>). AFFIRMED. *** This disposition is not Options: A. holding district court did not abuse its discretion in not granting plaintiffs leave to amend complaint for a third time B. holding that the district court did not abuse its discretion by dismissing the plaintiffs third amended complaint with prejudice for failure to abide by rule 8 which requires that each averment of a pleading be simple concise and direct C. holding that the district court did not abuse its discretion in dismissing a complaint with prejudice based on the plaintiffs failure to amend the complaint by the deadline imposed by the court D. holding that district court abused its discretion by denying plaintiffs motion to file fourth amended complaint E. holding that the district court did not abuse its discretion in dismissing an indictment with prejudice where the prosecutor showed reckless disregard for the prosecutions constitutional obligations

assistant: The best answer is B. holding that the district court did not abuse its discretion by dismissing the plaintiffs third amended complaint with prejudice for failure to abide by rule 8 which requires that each averment of a pleading be simple concise and direct
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 1413 (internal quotation marks omitted). We held that the district court erred in admitting the evidence because “the prosecutor made no effort to explain a probative purpose or connection of the earlier conduct in Mississippi to this case” and, further, because "[s]uch a general assertion as a basis for introducing evidence of prior wrongs or conduct is not sufficient for purposes of Rules 403 or 404(b).” Id. at 1416. This case is readily distinguishable from Sullivan; here, the government explained the purposes for which the evidence was offered (e.g., knowledge and intent) and, as discussed in detail infra, the other-acts evidence offered is clearly relevant to the crimes charged. Cf. United States v. Maass, 153 F.3d 729, 1998 WL 458577, at *2 (10th Cir.1998) (unpublished) (<HOLDING>). 16 . To be sure, the assessment of the Options: A. recognizing that in sullivan it was obvious that the mississippi cook evidence at issue was not related to the crime charged B. holding that agencys construction of statute it was charged with enforcing was entitled to deference because it was reasonable in line with the statutes meaning and related to its expertise C. holding it is fundamental error to convict a defendant of crime not charged and which is not a lesser included offense of the charged crime D. holding that improper use of a summary chart was harmless because the evidence was merely cumulative and there was overwhelming evidence of the charged crime E. holding that a district court may not rely on a charging document without first establishing that the crime charged was the same crime for which the defendant was convicted

assistant: The best answer is A. recognizing that in sullivan it was obvious that the mississippi cook evidence at issue was not related to the crime charged
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No provision of this Agreement is intended or shall be construed to give to any Person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

assistant: Binding Effects
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 interpretation of its terms shall be governed by the laws of the State of California, without application of conflicts of law principles. The venue for any action to enforce this Agreement shall be the state or Federal courts located within Santa Clara County, California and the parties hereto consent to the personal jurisdiction over them of such courts.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify Borrower Representative and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify Borrower Representative and the relevant Lenders of the effective date and the amount of each such change in interest rate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: he prepare himself for his passing. Accordingly, I would hold that the Eighth Amendment forbids the execution only of those who are unaware of the punishment they are about to suffer and why they are to suffer it. Id. at 422, 106 S.Ct. 2595 (Powell, J., concurring in part and concurring in the judgment). Justice Powell’s meaning in this passage is clear: the retributive go r.1994) (denying certificate of probable cause based on state court finding that petitioner “comprehend[ed] the nature ... of his execution ” (internal quotation marks omitted)); Amaya-Ruiz v. Stewart, 136 F.Supp.2d 1014, 1018 (D.Ariz.2001) (noting that Arizona defines competency to be executed in terms of the prisoner’s awareness that the punishment for murder is death); State v. Perry, 502 So.2d 543, 564 (La.1986) (<HOLDING>); Billiot v. State, 655 So.2d 1, 15-16 Options: A. holding plaintiff stated claim in his individual capacity B. holding that leaning towards the death penalty is not the same as an automatic vote for the death penalty C. holding that the death penalty is unconstitutional as applied to juvenile defendants D. holding that louisiana will not execute an individual who lacks the capacity to understand the death penalty E. holding that defendant may be subject to death penalty on resentencing

assistant: The best answer is D. holding that louisiana will not execute an individual who lacks the capacity to understand the death penalty
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: because the perpetrators were not governmental actors and there is no evidence that the Guatemalan government encouraged their behavior or was unwilling to protect Lopez. We have reasoned that an asylum applicant “cannot even claim asylum on the basis of persecution by a private group unless the government either condones it or is helpless to prevent it.” Hor, 421 F.3d at 501; see also Margos v. Gonzales, 443 F.3d 593, 599 (7th Cir.2006) (explaining that a government abets private discrimination only if it “is unwilling and completely unable to afford protection.”). Lopez admitted that he never reported, or attempted to report, any of the gang attacks to the police. We require more than Lopez’s conjecture that the police would be indifferent to his plight. Cf. Hor, 421 F.3d at 502 (<HOLDING>); Guchshenkov v. Ashcroft, 366 F.3d 554, 557 Options: A. holding that actions of radical islamists could be attributed to government where military told petitioner it could not protect him from terrorists and algerian court advised him to keep a low profile B. holding that the trial court abused its discretion in denying a motion to substitute counsel on the strength of gonzalezs sworn responses at the pleataking that no one was threatening him or forcing him to plead where the defendant alleged that his attorney forced him to plead guilty and threatened him if he did not take the plea C. holding that the plaintiffs evidence that his back injury precluded him from performing at least 50 of the jobs previously available to him was enough to classify him as disabled under the ada D. holding that the defendant was placed in official detention when two police officers approached him and told him that he was under arrest as the defendant could not reasonably have believed that he was free to leave E. holding that phrase i know i have the right to remain silent together with phrase and knowing that anything i say may be used against me substantially complied with article 3822 warnings even though warnings failed to advise accused that his statement could be used against him at his trial or in court because it advised him his statement could be used against him in any type of context not just those mentioned in article 3822 subsection 2a1 and 2

assistant: The best answer is A. holding that actions of radical islamists could be attributed to government where military told petitioner it could not protect him from terrorists and algerian court advised him to keep a low profile
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: (2006); and one count of possession with intent to distribute 500 grams of more of cocaine, in violation of 21 U.S.C. § 841(a)(1). Williams appealed, challenging his conviction and sentence. We affirmed Williams’ conviction but because he was sentenced under the lude that Williams’ Sixth Amendment rights were not violated because the district court enhanced Williams’ Guidelines range based on facts found by it under a preponderance of the evidence standard. Because the district court appropriately treated the resultant Guidelines range as merely advisory, and since Williams’ sentences on each count were within the statutory máximums authorized by the jury’s verdict, we find that the district court fully complied with the Sixth Amendment. See Booker, 543 U.S. at 232-44, 125 S.Ct. 738 (<HOLDING>); see also Rita v. United States, 551 U.S. 338, Options: A. holding that the sixth amendments guarantee of a trial by jury requiresthe jury to base its verdict only on the evidence presented at trial B. holding that if sentence does not exceed maximum authorized by facts admitted by defendant or found by jury there is no sixth amendment violation C. holding that this court reviews a booker issue de novo where the defendant objected in the district court to sentence enhancements based on facts not found by a jury nor admitted by the defendant D. holding that the sixth amendments guarantee of a trial by jury requires the jury to base its verdict only on the evidence presented at trial E. holding that judge found sentence enhancements mandatorily imposed under the guidelines that result in a sentence greater than that authorized by the jury verdict or facts admitted by the defendant violate the sixth amendments guarantee of the right to trial by jury

assistant: The best answer is E. holding that judge found sentence enhancements mandatorily imposed under the guidelines that result in a sentence greater than that authorized by the jury verdict or facts admitted by the defendant violate the sixth amendments guarantee of the right to trial by jury
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: or culpability among each purpose for kidnapping. Two other states have relied on Schad in concluding that a defendant is not constitutionally entitled to a unanimous jury verdict on a single purpose for kidnapping, where the jury was instructed on more than one purpose. See Kills on Top v. State, 273 Mont. 32, 901 P.2d 1368; 1383-84 (1995); State v. Avery, 126 Ohio App.3d 36, 709 N.E.2d 875, 881-83 (1998). A third state has held that a defendant was not entitled to a unanimous jury verdict on the purpose for which he engaged in unlawful sexual contact. State v. St. Pierre, 693 A.2d 1137, 1139 (Me.1997). Our courts have relied on Schad in concluding that jurors are not always required to agree on alternative ways in which a crime can be committed. See Ihle, 640 N.W.2d at 917-19 (<HOLDING>); State v. Hart, 477 N.W.2d 732, 737-39 Options: A. holding that jury does not need to unanimously agree on the statutory circumstance that warrants firstdegree sexual assault but rather that the victim either sustained a personal injury or had fear of harm B. holding that only one statutory basis is required to find a child in need of aid C. holding that jury must find one of the eight listed statutory aggravators before imposing death D. holding that to find negligence jury need not find violation of federal motorcarrier regulation E. holding that various statutory means of committing legal obstruction are not so dissimilar that jury is required to find one unanimously

assistant: The best answer is E. holding that various statutory means of committing legal obstruction are not so dissimilar that jury is required to find one unanimously
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: need not be assessed under Brady. Strickler, 527 U.S. at 281-82, 119 S.Ct. 1936. Additionally, at oral argument Conley’s attorney conceded that because the district court determined that the Bullard and Brown evidence was not exculpatory, it was not part of Conley’s current Brady challenge. 16 . Indeed, Conley not only possessed evidence of Walker’s prior inconsistent statements and chose not to impeach Walker with them at trial, the record indicates that the defense actually objected to the government’s attempt to introduce Walker’s prior inconsistent statements. See Tr. II at 51-52. 17 . Conley has not shown how Walker's refusal to submit to a polygraph examination would have been admissible at trial. See deVries v. St. Paul Fire and Marine Ins. Co., 716 F.2d 939, 945 (1st Cir.1983) (<HOLDING>); Aetna Ins. Co. v. Barnett Bros. Inc., 289 Options: A. holding admissibility of polygraph evidence should be resolved under fedrevid 403 balancing test but reliability of polygraph test may be included to determine how probative particular polygraph test is B. holding that evidence that a polygraph test was offered to or refused by a defendant was not admissible C. holding that the defendants due process rights were violated by refusal to allow him to contact counsel after he was given misleading information on consequences of refusal to take bloodalcohol test D. recognizing and discussing difficulty in determining whether mistrial should be declared when error involves evidence that defendant refused to take polygraph exam rather than involving clearly inadmissible evidence regarding results of exam E. holding that evidence of a witnessess refusal to take a polygraph exam is inadmissible

assistant: The best answer is E. holding that evidence of a witnessess refusal to take a polygraph exam is inadmissible
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 and Leasehold Pledgor shall keep and maintain (and shall cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to keep and maintain) all Intellectual Property relating to the use or operation of each Individual Property and all Intellectual Property shall be held by and (if applicable) registered in the name of Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee. Neither Borrower nor Leasehold Pledgor shall cause or permit Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to Transfer or let lapse any Intellectual Property without Lender’s prior consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All Awards under the Plan shall be subject to applicable federal (including FICA), state, and local tax withholding requirements. The Company may require that the Participant or other person receiving or exercising Awards pay to the Company the amount of any federal, state, or local taxes that the Company is required to withhold with respect to such Awards, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Awards. The Company may require forfeiture of any Award for which the Participant does not timely pay the applicable withholding taxes. If the Board so permits, a Participant may elect to have Shares withheld to satisfy the Company’s tax withholding obligation with respect to Awards paid in Shares, at the time such Awards become subject to employment taxes and tax withholding, as applicable, provided that such withholding does not result in adverse accounting consequences to 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 case excerpt and choose the best holding from the options. Case excerpt: 443 So.2d 973, 976 (Fla.1983), cert. denied, 467 U.S. 1210, 104 S.Ct. 2400, 81 L.Ed.2d 356 (1984). In order to support a finding that a defendant committed a murder to avoid arrest, the State must show beyond a reasonable doubt that the defendant’s dominant or only motive for the murder of the victim, who is not a law enforcement officer, is the elimination of a witness. Menendez v. State, 368 So.2d 1278 (Fla.1979). “Proof of the requisite intent to avoid arrest and detection must be very strong” to support this aggravating circumstance when the victim is not a law enforcement officer. Riley v. State, 366 So.2d 19, 22 (Fla.1978). The State failed to establish beyond a reasonable doubt that Robertson’s dominant mo a.1991), cert. denied, — U.S.-, 112 S.Ct. 1198, 117 L.Ed.2d 438 (1992) (<HOLDING>). Thus, the court erred in finding the Options: A. holding 404b motive evidence admissible where murder statute required government to prove not only that defendant killed victim but that she killed victim for purpose of preventing him or anyone else from providing law enforcement with information about federal crimes she committed B. holding the evidence supported the inference that the victim was not released in a safe place where the victim overpowered the defendants and effected his own escape C. holding that evidence the defendant knew the victim supported a finding that the murder was committed to avoid arrest D. holding that evidence the victim tried to keep defendant from fleeing the scene of a crime and defendant killed victim in order to escape supported the finding that murder was committed to avoid arrest E. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon

assistant: The best answer is D. holding that evidence the victim tried to keep defendant from fleeing the scene of a crime and defendant killed victim in order to escape supported the finding that murder was committed to avoid arrest
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 authenticated in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement. This Agreement may be authenticated by manual signature, facsimile or electronic means, all of which shall be equally valid.

assistant: Counterparts