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: Executive agrees that, as a condition to receiving the severance payments and benefits set forth in Section 2.1 or Section 2.6 , as applicable, Executive will execute a release of claims substantially in the form of the release attached hereto as Exhibit A . Within two business days of Executive’s date of termination, the Company shall deliver to Executive the release for Executive to execute. Executive will forfeit all rights to the severance payments and benefits set forth in Section 2.1 or Section 2.6 , as applicable, unless, within fifty-five (55) days of delivery of the release by the Company to Executive, Executive executes and delivers the release to the Company and such release has become irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such date, the “ Release Effective Date ”). The Company’s obligation to pay the severance payments and benefits set forth in Section 2.1 or Section 2.6 , as applicable, is subject to the occurrence of the Release Effective Date, and if the Release Effective Date does not occur, then the Company shall have no obligation to pay the severance payments and benefits set forth in Section 2.1 or Section 2.6 , as applicable. To the extent that the Release Effective Date could occur in one of two (2) taxable years of Executive depending on when Executive executes and delivers the release, any deferred compensation payment (which is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) that is conditioned on execution of the release shall be made no earlier than the first business day of the later of such taxable years.

assistant: Releases
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 on Schedule 3.1(c) , such Seller is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by any Governmental Body that is required in connection with the valid execution, delivery, acceptance, and performance by such Seller under this Agreement or the consummation by such Seller of any transaction contemplated hereby has been completed, made, or obtained on or before the Closing Date.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: without limiting the foregoing , you understand that , to the maximum extent permitted by applicable law , we make no warranty regarding the quality , accuracy , timeliness , truthfulness , completeness or reliability of any of the services or any content .

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: §§ 300aa-l-300aa-34. 2 . The non-resident defendants were Abbott Laboratories Inc.; American Home Products Corp., doing business as Wyeth, Wyeth Laboratories, Wyeth-Ayerst, Wyeth-Ayerst Laboratories, Wyeth Lederle, Wyeth Lederle Vaccines, and Lederle Laboratories; Aventis Pasteur, Inc., individually and as successor in interest to Connaught Laboratories, Inc.; Baxter International, Inc.; Eli Lilly and Company; GDL International, Inc; GlaxoSmithKline, individually and as successor in interest to SmithKline Beecham Corp; King Pharmaceuticals, Inc.; Merck & Company, Inc.; Sigma-Aldrich, Inc.; Spectrum Chemical Manufacturing Corp.; and Medeva Pharmaceuticals, Inc. 3 . See 28 U.S.C. §§ 1332, 1441(b), 1446. 4 . 42 U.S.C. §§ 300aa-l-300aa-34. 5 . 385 F.3d 568, 576 (5th Cir.2004) (en banc) (<HOLDING>), cert. denied, 544 U.S. 992, 125 S.Ct. 1825, Options: A. holding that there is no improper joinder when the allegation of improper joinder rests only on a showing that there is no reasonable basis for predicting that state law would allow recovery against the instate defendant and that showing is equally dispositive of all defendants B. holding there was no claim and no basis for a claim of surprise concerning allegation of a former conviction C. holding that a sentence is not excessive if it is within statutory limitations and there are no facts supporting an allegation of prejudice against the defendant D. holding that no heightened showing is required E. holding that there is no right of recovery against individual defendants under the ada

assistant: The best answer is A. holding that there is no improper joinder when the allegation of improper joinder rests only on a showing that there is no reasonable basis for predicting that state law would allow recovery against the instate defendant and that showing is equally dispositive of all defendants
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 payments made by a Foreign Credit Party or FSHCO Guarantor pursuant to this Section 14 will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Sections 2.06 and 12.02 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The payments and benefits described in Sections 6(c) through 6(f) are expressly conditioned on (i) the Executive (or, in the case of the Executive’s death, the Executive’s representative) signing and delivering (and not revoking thereafter) a Release to the Company (which, in the case of the Executive’s death, also releases any claims by the Executive’s estate or survivors), which Release is executed, delivered and effective no later than 60 days following the Termination Date and (ii) the Executive continuing to satisfy any obligations to the Company under this Agreement, the Release and the Additional Employee Agreement that are incorporated herein by reference, and any other agreement(s) between the Executive and the Company. In the event the Release described in Section 6(g)(i) is not executed, delivered and effective by the 60th day after the Termination Date, none of such payments or benefits shall be provided to the Executive.

assistant: Releases
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: You acknowledge that a waiver by Best Buy of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other award recipient.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: trial court’s award of attorney fees pursuant to either Minn.Stat. § 549.21 (1996) or Minn. R.Civ.P. ll unless the trial court abused its discretion in awarding the fees. See Uselman v. Uselman, 464 N.W.2d 130, 141, 145 (Minn.1990) (applying abuse of discretion standard under both provisions). In imposing $20,000 in sanctions against Christensen, her deceased husband’s law firm and her attorneys, the trial court found Christensen’s claims to be frivolous and in bad faith because they were contrary to her stipulation in the attorney’s lien action and violated the public policy of the state. However, because we conclude Christensen’s claims are mérito- rious, and the record contains no evidence of bad faith, the trial court abused its discretion by awarding fees and costs. See id. at 144 (<HOLDING>). Therefore, we reverse the award of attorney Options: A. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed B. holding a ruling on a motion for summary judgment adjudicating the rights of a party is a final judgment subject to appeal C. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed D. holding that the issue of defendants actual knowledge should not be resolved on summary judgment but should be left to the trier of fact E. holding a party who survives summary judgment should not be subject to sanctions for asserting frivolous claims

assistant: The best answer is E. holding a party who survives summary judgment should not be subject to sanctions for asserting frivolous claims
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: evidence in the record supports the trial court's conclusion. However, the full quote from Stayer reads: In the case before us, there is ample record evidence, from which the trial court could have found that restitution was proper. Notwithstanding the mandate of the statute that the trial court's reasons be included as part of its order, we believe that the failure to do so in this case was harmless error. Nonetheless, we draw attention to this requirement for future guidance of the sentencing courts. Id. at 614 (emphasis added). ¶ 28 Subsequent cases from our supreme court make clear that record findings under section 76-8-201 are mandatory so that we may no longer assume that the trial court considered the enumerated factors. See State v. Robertson, 932 P.2d 1219, 1234 (Utah 1997) (<HOLDING>); Monson v. Carver, 928 P.2d 1017, 1028-29 Options: A. holding section 768201 is exception to general rule that appellate courts uphold the trial court even if it failed to make findings on the record whenever it would be reasonable to assume that the court actually made such findings B. holding that it is not an appellate courts function to make findings of fact C. holding that the court should make factual findings from the record evidence as if it were conducting a trial on the record D. holding remand proper on circuit courts own motion in a workers compensation case where the commission failed to make essential findings of fact because to hold otherwise would in such cases make the determination of the rights of the parties turn upon the neglect of the commission to make essential findings of fact or require the appellate court to make the omitted findings of fact which our statute forbids E. recognizing appellate courts must not make fact findings

assistant: The best answer is A. holding section 768201 is exception to general rule that appellate courts uphold the trial court even if it failed to make findings on the record whenever it would be reasonable to assume that the court actually made such findings
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, including the Joinder and Schedules, contain the entire agreement between the parties pertaining to the subject matter hereof and fully supersede all prior written or oral agreements and understandings between the parties pertaining to such subject matter.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: district court may still review an untimely petition filed by a petitioner entitled to equitable tolling. As the Supreme Court has explained, the time period specified in 28 U.S.C. § 2244 is a statute of limitations, not a jurisdictional bar, and Section 2244 does not bar the application of equitable tolling in an appropriate case. Holland v. Florida, 560 U.S. -, 130 S.Ct. 2549, 2560, 177 L.Ed.2d 130 (2010). The Supreme Court recently reaffirmed, however, that “a petitioner is entitled to equitable tolling only if he shows (1) that he has been pursuing his rights diligently, and (2) that some extraordinary circumstance stood in his way and prevented timely filing.” Id. at 2562 (internal quotation marks omitted); Sandvik v. United States, 177 F.3d 1269, 1271 (11th Cir.1999) (per curiam) (<HOLDING>). “The diligence required for equitable tolling Options: A. holding that aedpas statute of limitations is subject to equitable tolling only when an inmate diligently pursues his claims and demonstrates that the failure to timely file was caused by extraordinary circumstances beyond his control B. holding that equitable tolling is available when a movant untimely files because of extraordinary circumstances that are both beyond his control and unavoidable even with diligence C. holding that equitable tolling is only available when an inmate diligently pursues his claims and demonstrates that the failure to timely file was caused by extraordinary circumstances beyond his control D. holding equitable tolling available if an inmate diligently pursues his claims and demonstrates that the failure to timely file was caused by extraordinary circumstances beyond his control E. holding in a habeas case that tolling is available when an inmate diligently pursues his claims and demonstrates that the failure to timely file was caused by extraordinary circumstances beyond his control

assistant: The best answer is B. holding that equitable tolling is available when a movant untimely files because of extraordinary circumstances that are both beyond his control and unavoidable even with diligence
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 contains the entire agreement between the parties with respect to the subject matter hereof and supersedes the Existing Employment Agreement and any and all other prior agreements, promises, understandings and representations regarding the Executive’s employment, compensation, severance or other payments contingent upon the Executive’s termination of employment, whether written or otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Flenory, 889 F.2d 454, 458 (3rd Cir.1989). See also Jackson v. Metropolitan Edison Co., 419 U.S. 345, 349-350, 352-353, 95 S.Ct. 449, 452-453, 454-455, 42 L.Ed.2d 477 (1975) (Rehnquist, J.) (emphasizing that “[w]hile the principle that private action is immune from the restrictions of the Fourteenth Amendment is well established and easily stated, the question whether particular conduct is ‘private,’ on the one hand, or ‘state action,’ on the other, frequently admits of no easy answer”; and explaining that state action is involved in cases consisting of “the exercise by a private entity of powers traditionally exclusively reserved to the State” or “traditionally associated with sovereignty”); HENRY J. FRIENDLY, THE DARTMOUTH COLLEGE Case and the Public-Private Penumbra 18 (1968) (<HOLDING>). History illuminates that a bank setoff is at Options: A. holding the due process clause of the fourteenth amendment extends the right to jury trial to defendants in serious criminal cases in state courts B. holding that where statutory remedies exist private employees do not have a private cause of action for violation of state constitutional rights C. recognizing that unrestrained private action selfhelp repossession has resulted in general and serious denial of values constitutional due process was meant to protect D. recognizing private right of action E. holding that a private right of action exists

assistant: The best answer is C. recognizing that unrestrained private action selfhelp repossession has resulted in general and serious denial of values constitutional due process was meant to protect
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: objection made by his counsel at a later point during Dr. Barron’s testimony, in which he repeated the previously asserted objection to exhibits 1 and 2 and then added an objection on the basis of hearsay. What is fatal to respondent’s argument, however, is the fact that, at the earlier point in time when counsel for DCYF had moved for the admission of exhibits 1 and 2, the only objection articulated by respondent’s counsel was that Dr. Barron was “here to testify.” That objection was certainly not sufficiently focused to direct the trial justice’s attention to the hearsay evidence rule, see Diefenderfer, 970 A.2d at 30; and the context did not make it apparent that such was the “specific ground” of objection. See Rule 103(a)(1); cf. State v. Baptista, 894 A.2d 911, 914 n. 2 (R.I.2006) (<HOLDING>). In addition, since exhibits 1 and 2 had Options: A. holding that an objection raised in a motion to suppress evidence preserves the issue for appeal despite the lack of further objection at trial B. holding that for error to be preserved on appeal with regard to admission of evidence in violation of a ruling on a motion in limine that the evidence is inadmissible an objection should be made at the time the evidence is offered C. holding that the defendants motion in limine which sought to exclude the evidence to which the defendant later made a general objection at trial adequately provided the context for determining the specific ground of objection D. holding that to preserve an alleged error in the admission of evidence a timely objection must be made to the introduction of the evidence specific grounds for the objection should be stated and a ruling on the objection must be made by the trial court E. holding that where defense counsel made a timely objection and it was overruled by the trial court a further request for a mistrial was unnecessary and futile since the reasons for the objection were apparent and the trial courts denial of the objection indicated its belief the jury could properly hear the matter which was the subject of the objection

assistant: The best answer is C. holding that the defendants motion in limine which sought to exclude the evidence to which the defendant later made a general objection at trial adequately provided the context for determining the specific ground of objection
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: Without limiting Section 11 of the Note, the Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 11 of the Note, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Forbearance Agreement shall become effective on the date on which each of the Borrower, each of the Guarantors and each of the Specified Lenders party hereto constituting the Majority Lenders shall have executed and delivered a copy hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Subsidiaries to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce in all material respects policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 668 (5th Cir.2002); Ambartsoumian v. Ashcroft, 388 F.3d 85, 91 (3d Cir.2004); Useinovic v. Immigration & Naturalization Serv., 313 F.3d 1025, 1033 (7th Cir.2002)). While the report does note that the “statutory standard [of § 208] is ... in keeping with decisions of reviewing courts,” H.R.Rep. No. 109-72, at 163 (2005), the same paragraph states that before the enactment of the REAL ID Act, there was “no uniform standard for assessing motivation,” and goes on to make clear that only certain pre-2005 opinions are being given legislative sanction. In particular, the report expresses disapproval of Borja v. Immigration & Naturalization Service, 175 F.3d 732 (9th Cir.1999) (en banc), a case that relied on the “at least in part” standard. Id. at 736; see also Parussimova, 533 F.3d at 1134 (<HOLDING>). Therefore, we hold that once the term Options: A. recognizing the ninth circuits aberrant behavior spectrum B. holding that the ninth circuit is constrained by gainer which rested in large part on todd but recognizing the sensible method of many other circuits C. holding that a mistake by a partys counsel in interpreting a statute of limitations does not present the extraordinary circumstance beyond the partys control where equity should step in to give the party the benefit of his erroneous understanding and noting a majority of other circuits agree citing cases from the second third fifth seventh eighth ninth eleventh and federal circuits D. holding that the enactment of the one central reason standard invalidates the ninth circuits prior at least in part analysis E. holding that the pslra imposes a more rigorous pleading standard than applied by any of the courts of appeals prior to the enactment of the statute

assistant: The best answer is D. holding that the enactment of the one central reason standard invalidates the ninth circuits prior at least in part analysis
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 drugs or drug profits, and the time and circumstances under which the gun is found.” United States v. Ceballos-Torres, 218 F.3d 409, 414-15 (5th Cir.2000). Viewed in the light most favorable to the jury’s verdict, the evidence also supports the conclusion that Zamora possessed a weapon in furtherance of a drug trafficking crime. First, the gun was found in Zamora’s residence at 2118 Fulton Street, which supports the jury’s conclusion that Zamora “possessed” the firearm. Second, the jury could conclude that the combination of the four kilograms of drugs found in the Volkswagen outside the residence and the drug-related paraphernalia found inside the residence showed that drug trafficking was occurring at 2118 Fulton Street. Cf. United States v. Rose, 587 F.3d 695, 702 (5th Cir.2009) (<HOLDING>). Third, several facts of this case support the Options: A. holding that the application of the enhancement for using a firearm in connection with another felony offense is proper only if there is a clear connection between the firearm that was used in the other offense and the one that was used in the offense of conviction B. recognizing possession of cocaine as a lesserincluded offense of possession of cocaine with intent to sell C. holding that acquisition of a firearm in exchange for drugs is a sufficient nexus to establish possession in furtherance of the drug sale D. holding that large amount of cocaine packaged in individual baggies was one basis for affirming conviction for possession of a firearm in furtherance of a drug trafficking offense E. holding the imposition of a maximum sentence of life imprisonment was not excessive for conviction of possession of cocaine where defendant was adjudged to be a fourth felony offender with prior convictions for manslaughter two prior convictions for possession of cocaine and numerous arrests for drug offenses possession of a firearm by a felon aggravated battery and armed robbery

assistant: The best answer is D. holding that large amount of cocaine packaged in individual baggies was one basis for affirming conviction for possession of a firearm in furtherance of a drug trafficking offense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The obligation of the Company under this Agreement shall be binding upon the successors and assigns of the Company. If a dividend or other distribution shall be declared upon the Company’s common stock payable in Shares, the Performance Share Units and the Shares on which the Performance Goals are based shall be adjusted by adding thereto the number of Shares which would have been distributable thereon if such shares and Performance Share Units had been actual Shares and outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution. In the event of any spin-off, split-off or split-up, dividend in property other than cash, recapitalization or other change in the capital structure of the Company, or any merger, consolidation, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), or any other corporate transaction or event having an effect similar to any of the foregoing, or extraordinary distribution to stockholders of the Company’s common stock, the Performance Share Units, the Shares relating to the Performance Share Units, and the Performance Goals shall be appropriately adjusted to prevent dilution or enlargement of the rights of Participants which would otherwise result from any such transaction, provided such adjustment shall be consistent with Code Section 162(m) and Section 409A, as applicable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In deciding whether to adopt a rule of [market share] liability, courts have considered the following factors: (1) the generic nature of the product; (2) the long latency period of the harm; (3) the inability of plaintiffs to discover which defendant’s product caused plaintiff's harm, even after exhaustive discovery; (4) the clarity of the causal connection between the defective product and harm suffered by plaintiffs; (5) the absence of other medical or environmental factors that could have caused or materially contributed to the harm; and (6) the availability of sufficient 'market share’ data to support a reasonable apportionment of liability. Restatement (Third) of Torts: Products Liability § 15 cmt. c (1998). 41 .See In re "Agent Orange” Prod. Liab. Litig., 597 F.Supp. at 819-20 (<HOLDING>). See also Hymowitz, 73 N.Y.2d at 512-13, 541 Options: A. holding that to have standing a plaintiff must establish an injury in fact a casual connection between the injury and that the injury will be redressed by a favorable decision B. holding that because fact of injury was a distinct question from quantum of injury common proof could establish classwide injury even though amount of damage to each plaintiff was uncertain C. holding that if plaintiffs could not establish that the particular agent orange causing injury to the plaintiff was manufactured by that defendant then the burden would shift to each defendant to establish that its product could not have caused the plaintiffs injury or alternatively that it should only be responsible for a proportion of the damage D. holding that a plaintiff may recover damages for emotional distress caused by observing the negligently inflicted injury of a third person if but only if said plaintiff 1 is closely related to the injury victim 2 is present at the scene of the injury producing event at the time it occurs and is then aware that it is causing injury to the victim and 3 as a result suffers serious emotional distress E. holding that a plaintiffs belief that a product could fail in the future is not without more a legal injury sufficient to support plaintiffs claim

assistant: The best answer is C. holding that if plaintiffs could not establish that the particular agent orange causing injury to the plaintiff was manufactured by that defendant then the burden would shift to each defendant to establish that its product could not have caused the plaintiffs injury or alternatively that it should only be responsible for a proportion of the damage
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: you agree to comply with all applicable export and import laws and regulations , including without limitation the export administration regulations ( see http://www.access.gpo.gov/bis/ear/ear_data.html ) and sanctions control programs of the united states ( see http://www.treasury.gov/resource-center/sanctions/programs/pages/programs.aspx ) .

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: You must make arrangements satisfactory to the Company to satisfy any applicable federal, state or local withholding tax liability arising from the grant or vesting of your Deferred Units or dividend credits on the Deferred Units. You can either make a cash payment to the Company of the required amount or you can elect to satisfy your withholding obligation by having the Company retain Shares having a value approximately equal to the amount of your minimum statutory withholding obligation from the shares otherwise deliverable to you in accordance with paragraph 2. If you fail to satisfy your withholding obligation in a time and manner satisfactory to the Company, the Company shall have the right to withhold the required amounts payable to you.

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: 2.1. A Receiving Party agrees: 2.1.1. to keep the Confidential Information of the other strictly confidential and not copy, supply or make the same available to any person other than as permitted in Clauses 2.1.2 and 2.1.3 below;

assistant: No
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: addressed the court at sentencing. Ante, at 1295. Kemp now argues that the trial judge erred in not ordering, sua sponte, a competency hearing under Rule 11.1, Ariz.R.Crim.P. There was no abuse of discretion here. Kemp’s statement does not cast doubt on his ability to understand the nature of the proceedings. See Rule 11.3, Ariz.R.Crim.P. It does not indicate that he lacked the ability to assist in his defense. If anything, his statement says much about the absence of mitigation here and the propriety of the sentence. Because there were no grounds to conduct a competency hearing, the trial judge did not err in failing to order one sua sponte. IV. DISPOSITION We reviewed the record for fundamental error and found none before we decided State v. Smith, 184 Ariz. 456, 910 P.2d 1 (1996) (<HOLDING>). For the foregoing reasons, we affirm Kemp’s Options: A. holding that the act is not retroactive B. holding that the repeal of ars 134035 is procedural and not substantive and therefore fully retroactive C. holding that the act is retroactive D. holding that standard of review is a matter of procedural rather than substantive law E. holding that new rules of criminal procedural are generally not retroactive

assistant: The best answer is B. holding that the repeal of ars 134035 is procedural and not substantive and therefore fully retroactive
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: Appendix at 200. On the other hand, if the arbitrator determines that the March 2002 claim qualifies as a “controver sy or claim arising out of or relating to services ... hereafter provided by us to you or at your request,” resolution of the claim is governed by the ADR provision. Id. In the event that the mediation required under the ADR provision is unsuccessful and the parties proceed with arbitration, the arbitrator will be required to rule upon Parkevich’s claims related to the March 2002 sale of the property. In doing so, the arbitrator would have to rule upon Parkevich’s claims, if they are presented, that the Engagement Letter violated the Ind. Rules of Professional Conduct and is against public policy. See, e.g., Trotter v. Nelson, 684 N.E.2d 1150, 1153 n. 4 (Ind. 1997) (<HOLDING>); W.R. Grace and Co. v. Local Union 759, Options: A. holding that the restrictive covenants at issue are unenforceable as a matter of public policy B. holding that the disciplinary rules of the code of professional responsibility are not laws of the state of texas for purposes of statute which excludes the admission of evidence obtained in violation of law C. holding that an agreement in violation of explicit judicial declarations of indiana public policy in the rules of professional conduct are akin to contravening a statute and such agreements are unenforceable D. holding that the rules of contract law are applicable to plea agreements E. holding that a violation of the rules of professional conduct may not be used as evidence and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures

assistant: The best answer is C. holding that an agreement in violation of explicit judicial declarations of indiana public policy in the rules of professional conduct are akin to contravening a statute and such agreements are unenforceable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the court applied the correct standard in making its determination, we will not disturb the court's conclusion that there was sufficient evidence for the consent issue to go to the jury. The victim testified that she either told Defendant that "it hurt" and to "stop" or told him, "No." The victim recounted that she held her arms in such a way as to stop Defendant from continuing to touch her inappropriately. The victim testified that she thought she should scream and that in her mind she was seream-ing but no sound came out. Nonetheless, at one point Defendant asked her to be quiet, so as not to disturb other customers in neighboring rooms. "14 Defendant contends that the vie-tim's testimony was inherently unbelievable. See State v. Robbins, 2009 UT 23, ¶ 16, 210 P.3d 288 (<HOLDING>). We agree that there were some inconsistencies Options: A. holding that where testimony is inherently improbable the court may choose to disregard it B. holding that a court is not bound to accept testimony at face value even when it is uncontroverted if it is improbable unreasonable or questionable internal citation omitted C. holding that it may not D. holding that an immigration judge may base a credibility determination on the lack of corroborating evidence if the judge also encounters inconsistencies in testimony contradictory evidence or inherently improbable testimony E. holding the tax court not bound to accept taxpayers uncontradicted testimony if it found the testimony to be improbable unreasonable or questionable

assistant: The best answer is A. holding that where testimony is inherently improbable the court may choose to disregard it
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: other purchases : purchases of other products and services through the vimeo service are subject to our payment addendumand to other terms and conditions that are presented to you at the time of purchase .

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: This Warrant and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Warrant shall be governed by, and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules), except to the extent that the Minnesota Business Corporation Act is mandatorily applicable to the transactions contemplated by this Agreement. The Company irrevocably and unconditionally agrees (for itself and each of its Subsidiaries) that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against Holder in any forum other than the courts of the State of New York sitting in the City and County of New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Warrant shall affect any right that Holder may otherwise have to bring any action or proceeding relating to this Warrant against the Company or any Subsidiary or its properties in the courts of any jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the intention of Seller that each transfer and assignment herein contemplated constitutes a sale of the Related Receivables and the related Other Conveyed Property from Seller to Purchaser and that the beneficial interest in and title to such Related Receivables and related Other Conveyed Property not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy law. No Related Receivable or related Other Conveyed Property has been sold, transferred, assigned, or pledged by Seller to any Person other than Purchaser. Immediately prior to each transfer and assignment herein contemplated, Seller had good and marketable title to each Related Receivable (including any Approved Seller Receivables sold on such Purchase Date) and related Other Conveyed Property and was the sole owner thereof, free and clear of all liens, claims, encumbrances, security interests, and rights of others, and, immediately upon the transfer thereof to Purchaser and Purchaser shall have good and marketable title to the Receivables (including any Approved Seller Receivables) and the Other Conveyed Property and shall be the sole owner thereof, free and clear of all Liens (except Permitted Liens); provided however that any Financed Vehicle which is part of the Other Conveyed Property may be subject to a lien subordinate to the security interests securing the related Contract. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

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 legal provision and list the applicable contract clause categories. Provision: The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transactions (including, without limitation, the issuance of the New Note in accordance with the terms hereof and thereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Note and the reservation for issuance and issuance of New Conversion Shares issuable upon conversion of the New Note has been duly authorized by the Company's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Change in Control (as defined in the Plan) occurs, the RSUs shall generally become subject to the terms and conditions of Article 16 of the Plan; provided that if this Agreement is not replaced with a Replacement Award (as defined in the Plan), then the Target Number of the RSUs shall become Vested RSUs as of the date of the Change in Control and shall be settled no later than 60 days after the Change in Control in the manner set forth in Article 16 of the Plan.

assistant: Change In Control
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 issues and questions concerning the construction, validity, enforcement, and interpretation of this First Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the laws of the State of Delaware.

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: Other than providing the compensation and benefits provided for in accordance with this Section 7, the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives shall have no further obligation or liability to Executive or any other person under this Agreement. The payment of any amounts pursuant to this Section 7 (other than payments required by law) is expressly conditioned upon the delivery by Executive to the Company of a release in a form to be provided by the Company of any and all claims Executive may have against the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives arising out of or related to Executive’s employment by the Company and the termination of such employment. The Company shall provide such release to Executive not more than fifteen days after the Date of Termination.

assistant: Releases