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: In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award will be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation (the " Successor Corporation "). The Administrator will not be required to treat all Awards similarly in the transaction.

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: Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

assistant: Further Assurances
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 executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Counterparts to this Agreement may be executed, transmitted and delivered electronically, by email in portable document format (.pdf), or by other electronic means which create and store a retrievable image of an original signature.

assistant: Counterparts
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: questions or issue advisory opinions." (quoting Law Project for Psychiatric Rights, Inc. v. State, 239 P.3d 1252, 1255 (Alaska 2010))); see also Larson v. State, 254 P.3d 1073, 1078 (Alaska 2011) (noting that petitioner sought "declaratory judgment without an active controversy to place it in context," which supported dismissal because "[clourts do not lightly issue advisory opinions"). 29 . Gold Country Estates Pres. Grp., Inc. v. Fairbanks N. Star Borough, 270 P.3d 787, 794-95 (Alaska 2012) (quoting Smallwood v. Cent. Peninsula Gen. Hosp., Inc., 227 P.3d 457, 461 (Alaska 2010). 30 . Ulmer, 33 P.3d at 777; Hickel v. Se. Conference, 868 P.2d 919, 928 n. 11 (Alaska 1994); Lamoureaux v. Totem Ocean Trailer Exp., Inc., 651 P.2d 839, 840 n. 1 (Alaska 1982). 31 . See Ulmer, 33 P.3d at 777 (<HOLDING>). 32 . See Hickel, 868 P.2d at 928 n. 11 Options: A. holding an issue not raised to the family court is not preserved for appellate review B. holding that an appellate court cannot consider an issue that was not preserved for appellate review C. holding trial court had no authority to award attorneys fees when arbitrator had stated he would not award attorneys fees D. holding that consideration of a moot case was not required when there was no award of attorneys fees that would be affected by appellate review and the issue has not been preserved for appeal E. holding that a public administrator was not entitled to attorneys fees in a claim against the estate of a former guardian where the case was not one where attorneys fees were authorized and there was no evidence to support the award

assistant: The best answer is D. holding that consideration of a moot case was not required when there was no award of attorneys fees that would be affected by appellate review and the issue has not been preserved for appeal
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 execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene any of its Governing Documents or any applicable Requirement of Law or any Material Contract, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except where any such default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to result in a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: Elias Velgara-Chavez appeals his conviction for attempted illegal reentry after deportation in violation of 8 U.S.C. § 1326(a), with a sentence enhancement pursuant to § 1326(b)(2), and challenges his 51-month sentence as substantively and procedurally unreasonable. We affirm. Velgara-Chavez contends that there was insufficient evidence that he had the specific intent to reenter the United States without the Attorney General’s consent. See United States v. Gracidas-Ulibarry, 231 F.3d 1188, 1196 (9th Cir.2000) (en banc) (<HOLDING>). We disagree. Most significantly, the Options: A. holding defendant must act with specific intent to cause death of another in order to be convicted of attempted murder B. holding under section 1902a1 specific intent required as an element of section 1501 is the intent to cause the death of an individual C. holding that specific intent is an element of attempted illegal reentry D. holding that attempted sexual abuse is a specific intent crime E. holding that specific intent is not element of assault resulting in serious bodily injury

assistant: The best answer is C. holding that specific intent is an element of attempted illegal reentry
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: is also cited by plaintiff in this connection, clearly supports this proposition. See 903 F.2d at 1531-33. Garvin also acknowledged the history of Congressional deference to such interests. See 787 F.2d at 915-18: see also Mizenko, 419 S.E.2d at 644. 7 . Indeed, the language of the Virginia Act’s exclusivity provision is arguably broad enough to be read as purporting to preclude not only tort claims, but even the receipt of benefits under the Longshore Act — a reading that would place the Virginia Act in direct opposition to the express purposes of the Longshore Act and, thus, be clearly invalid under the Supremacy Clause. But see, e.g., Newport News Shipbuilding & Dry Dock Co. v. Director, Office of Workers' Comp. Programs, U.S. Dep't of Labor, 583 F.2d 1273, 1277-78 (4th Cir.1978) (<HOLDING>). 8 . As noted above, defendant’s voluntary Options: A. holding that legislature clearly intended that workers compensation act and unemployment security act be construed together thus prohibiting worker from receiving both unemployment compensation and workers compensation payments for same period B. holding that the longshore and harbor workers compensation act specifically relates to business of insurance C. holding that an injured workers initial election to seek state compensation does not implicate the exclusivity provision to preclude the worker from later seeking compensation under the longshore act D. holding that exclusivity provision of workers compensation act barred wifes loss of consortium claim E. holding that rule 6e did not extend the period in which a workers compensation carrier was required to pay a compensation award under the longshore and harbor workers compensation act where the act required payment within ten days of filing of the order as opposed to within ten days of service of notice provided for in the rule

assistant: The best answer is C. holding that an injured workers initial election to seek state compensation does not implicate the exclusivity provision to preclude the worker from later seeking compensation under the longshore act
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: persons against certain arbitrary and invasive acts by officers of the Government or those acting at their direction.” Skinner v. Ry. Labor Execs.’ Ass’n, 489 U.S. 602, 613-14, 109 S.Ct. 1402, 103 L.Ed.2d 639 (1989). The collection and analysis of a DNA sample through either a blood draw or a buccal swab is a search. See Skinner, 489 U.S. at 616, 109 S.Ct. 1402 (noting that analysis of blood reveals private facts); United States v. Amerson, 483 F.3d 73, 77 (2d Cir.2007) (“[T]he extraction and analysis of plaintiffs’ blood for DNA-indexing purposes constitute^] a search.” (quoting Nicholas v. Goord, 430 F.3d 652, 658 (2d Cir.2005))). Fourth Amendment protections extend to children. Safford Unified Sch. Dist. No. 1 v. Redding, 557 U.S. 364, 129 S.Ct. 2633, 2643-44, 174 L.Ed.2d 354 (2009) (<HOLDING>); Bartylla, 755 N.W.2d at 14. Under the Fourth Options: A. holding that search of middle school student violated her fourth amendment rights B. holding that random drug testing for student athletes did not violate their fourth amendment rights C. holding that a warrant issued by a judge lacking authority violated defendants fourth amendment rights D. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver E. holding that a warrantless search of garbage located within the curtilage of the defendants home violated his fourth amendment rights

assistant: The best answer is A. holding that search of middle school student violated her fourth amendment rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of one party while promoting the specific interests of another. See W.Va. Code § 37-4-3 (1957) (Repl.Vol.1997). As previously noted, the Partition Commissioners bluntly acknowledged the resulting inequity inherent to the partition selection they made. The Commissioners shrugged off responsibility for achieving a fair and just result by reasoning that “the purpose of our review for partition is not to maximize or minimize the value of a cotenant’s share but to recommend an equitable division of the property.” However, the fact is that the approach taken by the Commissioners, and adopted by the circuit court, does not achieve a fair and equitable division of the land and mineral rights at issue. See Syl. Pt. 4, Consolidated Gas Supply Corp. v. Riley, 161 W.Va. 782, 247 S.E.2d 712 (1978) (<HOLDING>). In ascertaining the value of coal property Options: A. recognizing that statutory right to partition in kind exists where mineral rights are involved B. holding that a private right of action exists C. holding that no private right of action exists D. holding payment in kind contracts are proceeds E. holding that remainderman had no right of action for partition against life tenant in the absence of special statutory authority

assistant: The best answer is A. recognizing that statutory right to partition in kind exists where mineral rights are involved
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 5.06 to the Original Credit Agreement, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of their respective Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on 12 April 2000. Mr. Sellers learned of the trial court’s grant of summary judgment after contacting Mr. Shaw’s office for an update on the status of this matter. Mr. Shaw’s secretary informed Mr. Sellers that the case had been dismissed on grounds of “police immunity,” but apparently indicated that she had spoken with Mr. Shaw, who felt the dismissal was improper and said he would ask for a re-hearing. Mr. Sellers waited to hear from Mr. Shaw’s office, and eventually went by his office again for an update; however, he found the office vacant and was told that Mr. Shaw had retired due to health reasons. Shortly thereafter Mr. Sellers retained attorney Thomas M. Van Camp, and on 13 November 2000 Mr. Sellers filed a motion to set aside the trial court’s 12 April 2000 grant of (1978) (<HOLDING>). In the instant case, Mr. Sellers’ complaint Options: A. recognizing that defendant must show 1 that counsels performance was deficient and 2 that counsels errors prejudiced the defense B. holding that the opposing party must show substantial harm C. holding that a rule 60b6 movant must show the existence of a meritorious prima facie defense D. holding that a motion that alleged rule 60b1 grounds could not be treated as a rule 60b6 motion in the absence of allegations of aggravating circumstances E. recognizing that in order to prevail on a claim of ineffective assistance of counsel a movant must show that he was prejudiced by his counsels performance

assistant: The best answer is C. holding that a rule 60b6 movant must show the existence of a meritorious prima facie defense
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 Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with applicable law, including the Fair Labor Standards Act of 1938 (the “ FLSA ”). No Borrower shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require Borrowers to repurchase such Inventory. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all applicable law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

assistant: Sales
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 Trustee and the Holders may, from time to time, whether before or after any withdrawal of this Guarantee, without notice to the Guarantor, assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for purposes of this Guarantee, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guarantee to the same extent as if such assignee or transferee were the Trustee or other Holder; provided , however , that, unless the Trustee or Holders shall otherwise consent in writing, the Trustee and the Holders shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Guarantee, for the benefit of the Trustee and the Holders, as to that portion of the Liabilities which the Trustee and the Holders have not assigned or transferred.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous contracts, agreements and understandings with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower and each Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed by it, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) has paid or caused to be paid all Taxes required to have been paid by it, except where (i)(x) the validity or amount thereof is being contested in good faith by appropriate proceedings and (y) the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto to the extent required by GAAP, or (ii) the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the 2015 Fee Letter, the 2016 Fee Letter, the June 2016 Engagement Letter, the December 2016 Engagement Letter, the January 2017 Engagement Letter, the June 2017 Engagement Letter, the October 2018 Fee Letter, the November 2018 Additional Fee Letter and the March 2019 Engagement Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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: character. There is no competent, substantial record evidence establishing that Claimant believed he could not work; therefore, the JCC erred in awarding TTD benefits. Further, the JCC found that Claimant reached maximum medical improvement on July 1, 2002; therefore, it was error to determine that Claimant was entitled to TTD benefits following attainment of maximum medical improvement. Under the plain language of section 440.15(2)(a), TTD benefits cease when the employee reaches maximum medical improvement. We find, however, that because Claimant was working a reduced number of hours, he may be entitled to temporary partial disability (TPD) benefits for the period before reaching maximum medical improvement. See Fardella v. Genesis Health, Inc., 917 So.2d 276, 277 (Fla. 1st DCA 2005) (<HOLDING>). Therefore, we remand for factual findings Options: A. holding that once the division of workers compensation authorized rehabilitative training concomitant temporary total benefits up to 26 weeks were mandatory even though the claimant had reached mmi B. holding that the consideration of the fact that claimant collected unemployment benefits while he was allegedly disabled was not a ground for reversal where there was other medical and vocational evidence supporting denial of benefits and claimants receipt of unemployment benefits was not decisive factor in denial of benefits C. holding claimant was not entitled to agencys mistaken application of statutory provision D. holding that claimant moving for summary judgment on its claim must conclusively prove all the essential elements of the claim and that claimant has the burden to show that there are no genuine issues of material fact and that claimant is entitled to judgment as a matter of law E. holding that claimant was not entitled to tpd benefits after reaching mmi

assistant: The best answer is E. holding that claimant was not entitled to tpd benefits after reaching mmi
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: As of the Effective Date, Holdings has no Material Subsidiaries other than those listed on Schedule 3.12 hereto. As of the Effective Date, Schedule 3.12 sets forth the jurisdiction of incorporation or organization of each such Material Subsidiary and the percentage of Holdings’ direct or indirect ownership of the outstanding Equity Interests of each Material Subsidiary. All of the outstanding capital stock of Holdings and each Subsidiary has been validly issued, is fully paid, and is nonassessable. Except as permitted to be issued or created pursuant to the terms hereof or as reflected on Schedule 3.12 , there are no outstanding subscriptions, options, warrants, calls, or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into any Equity Interests of any Material Subsidiary.

assistant: Subsidiaries
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: which comes into existence by a charter from the state and is separate from the individuals who own it, and whose existence and internal organization is not premised on contracts between its owners, see 15 Tex. Jur.3d Corporations § 1. There is thus a certain amount of direct accountability inherent in the reciprocal form that is not present in the corporate form because of the direct individual duties created by the contracts that are the foundation of a reciprocal insurance exchange. Specifically, the attorney in fact that lies at the center of the reciprocal form owes fiduciary duties to each subscriber under the power of attorney agreements executed by each subscriber as a precondition of membership. See Physicians, Surgeons and Hosps. Profl Servs., Inc., 2002 WL 1727396, at *3 (<HOLDING>). However, the fact that certain foundational Options: A. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal B. holding that an agent owes a fiduciary duty to his principal C. holding that unless that power is restricted by the principal an agent under a california statutory healthcare power of attorney has the power to execute applicable admission forms including arbitration agreements D. holding that a reciprocal insurance exchange and a subscriber were in an existing fiduciary relationship of principal and agent because of the power of attorney granted by the subscriber E. holding a power of attorney allows a principal to convey to an agent the authority to act on its behalf in identified matters

assistant: The best answer is D. holding that a reciprocal insurance exchange and a subscriber were in an existing fiduciary relationship of principal and agent because of the power of attorney granted by the subscriber
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 and the Company Subsidiaries have good title to or, in the case of property held or used under a lease and any other Contractual Obligation, an Enforceable right to use all of the properties and assets used in or necessary to the conduct of the Business (collectively, the “ Assets ”). The Assets that are owned by the Company or any Company Subsidiary are not subject to any Lien, other than Liens set forth on Schedule 4.7.1 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: constitutional authorization, to include power of decisional finality within present constitutional terms. The differentiation is between adjunct fact finding and plenary judicial responsibility.’" Id. (quoting Foster v. Foster, 768 P.2d 1038, 1042 (Wyo.1989) (Urbigkit, J., specially concurring)). Similarly, the Indiana Supreme Court has stated that the state legislature is forbidden to vest commissioners with judicial duties that, under the Indiana constitution, only judges are allowed to exercise. Smith, 417 N.E.2d at 1121-23. "'A master commissioner is not a court, and judicial duties which courts only can exercise, can not be conferred upon him.’” Id. at 1121 (quoting Shoultz v. McPheeters, 79 Ind. 373, 376 (1881)); see also Rivera v. State, 601 N.E.2d 445, 446 (Ind.Ct.App. 1992) (<HOLDING>). HOWE, Justice, concurring: I concur. I write Options: A. holding that a commissioner acts as an instrumentality to inform and assist the court only the court has authority to make final orders or judgments B. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders C. holding that order could be appealed because ajlthough the district court did not make an express finding there is no doubt that the district court intended its orders to be final judgments for purposes of appeal D. recognizing that orders denying motions to reopen are treated as final orders of removal E. holding that while a magistrate lacked the authority to enter an order granting a motion to correct error and thus that the order was defective for failing to contain the judges signature or another indication it was approved or adopted by the trial court the city waived any challenge to the validity of the order by failing to make a timely objection and observing that the indiana supreme court has long held that defects in the authority of a court officer as opposed to the jurisdiction of the trial court itself to enter a final order will be waived if not raised through a timely objection and more recently this court has applied the same principle to civil proceedings and clarified that any objection to the authority of an adjudicative officer must be raised at the first instance the irregularity occurs or at least within such time as the tribunal is able to remedy the defect

assistant: The best answer is A. holding that a commissioner acts as an instrumentality to inform and assist the court only the court has authority to make final orders or judgments
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 plaintiffs lack standing to bring this action. Eight of the plaintiffs are organizations that sponsor, support, or administer tobacco control programs and other cancer-related health initiatives. Several had extended contracts with the Department of Public Health to receive funding for these programs in fiscal year 2002. The record indicates that, as a direct result of the § 9C allotment reductions, they have not received promised funding and have been forced to scale back, or eliminate, their programs. Two plaintiffs, the New England Division of the American Cancer Society and the Massachusetts Association of Health Boards, have member organizations that have been similarly affected. See Animal Legal Defense Fund, Inc. v. Fisheries & Wildlife Bd., 416 Mass. 635, 638 n.4 (1993) (<HOLDING>). Each of the plaintiff organizations has been Options: A. holding that employers have standing to sue B. recognizing associational standing when members would have standing in own right C. recognizing associational standing in the context of a compelled speech claim D. holding that standing existed E. holding an organization had standing because some of its individual members did

assistant: The best answer is B. recognizing associational standing when members would have standing in own right
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Plan is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provisions hereof, and this Plan will be construed and enforced as if such provision had not been included.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the celling policy, thereby raising the specter of a credible equal protection claim brought by non-white prisoners. There is thus an “exact fit” between the potential harm and the challenged state action. Walker v. City of Mesquite, 169 F.3d 973, 982 (5th Cir.1999). Walker argues that the State fails the least restrictive means test because it did not “demonstrate[ ] that it [had] actually considered and rejected the efficacy of less restrictive measures before adopting the challenged practice.” War-soldier, 418 F.3d at 999. Although the government bears the burden of proof to show its practice is the least-restrictive means, it is under no obligation to dream up alternatives that the plaintiff himself has not proposed. See United States v. Wilgus, 638 F.3d 1274, 1289 (10th Cir.2011) (<HOLDING>). Here, Walker has consistently demanded only Options: A. holding that a district court must compare and weigh the opposing evidence and it must set aside the verdict if it determines that the verdict is against the clear weight of the evidence B. recognizing that the court has rejected the notion that the agency must expressly parse or refute on the record each individual argument or piece of evidence offered by the petitioner internal quotation marks omitted C. holding that it is not D. holding that in a least restrictive means inquiry the governments burden is twofold it must support its choice of regulation and it must refute the alternative schemes offered by the challenger but it must do both through the evidence presented in the record emphasis added E. recognizing that this court has rejected the notion that the agency must expressly parse or refute on the record each individual argument or piece of evidence offered by the petitioner internal quotation marks omitted

assistant: The best answer is D. holding that in a least restrictive means inquiry the governments burden is twofold it must support its choice of regulation and it must refute the alternative schemes offered by the challenger but it must do both through the evidence presented in the record emphasis added
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 15, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable material Requirement of Law or (C) any material Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: these cases is misplaced. The Court in Ewing and Horowitz merely “assumed, without deciding, that federal courts can review an academic decision of a pubbe educational institution under a substantive due process standard.” Ewing, 474 U.S. at 222, 106 S.Ct. 507; see also Horowitz, 435 U.S. at 91-92, 98 S.Ct. 948. In neither case did the Court affirmatively recognize a substantive due process right in a student’s continued enrollment in a public institution. Indeed, in both Ewing and Horowitz, the Court expressly stated that it would not reach the issue of whether the plaintiffs assumed property interest gave rise to a substantive right under the Due Process Clause because the plaintiffs claim failed even if the Court were to assume such a right. See Ewing, 474 U.S. at 223, 106 S.Ct. 507 (<HOLDING>); Horowitz, 435 U.S. at 91-92, 98 S.Ct. 948 Options: A. holding that even if a students assumed property interest in a sixyear program of study culminating in an undergraduate degree and a medical degree gave rise to a substantive right under the due process clause to continued enrohment free from arbitrary state action the facts of record disclose no such action B. holding that there is no fourteenth amendment substantive due process right to be free from malicious prosecution and suggesting that such a cause of action might lie under the fourth amendment C. holding that there is no substantive due process right under the fourteenth amendment to be free from malicious prosecution D. recognizing that plaintiff can bring action under due process clause of state constitution E. recognizing right to cause of action as property right under navajo due process

assistant: The best answer is A. holding that even if a students assumed property interest in a sixyear program of study culminating in an undergraduate degree and a medical degree gave rise to a substantive right under the due process clause to continued enrohment free from arbitrary state action the facts of record disclose no such 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 legal provision and list the applicable contract clause categories. Provision: Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not 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 case excerpt and choose the best holding from the options. Case excerpt: was timely and specifically preserved). {34} To the extent Defendant’s argument implies fundamental or plain error, we find no basis under either theory. First, there was no error. Defense counsel objected and moved to strike the testimony which the district court sustained. Defendant requested nothing further from the district court and thus obtained the relief requested. See In re Crystal L., 2002-NMCA-063, ¶ 19, 132 N.M. 349, 48 P.3d 87 (stating that closing statements by the State, while improper, did not constitute reversible error without evidence of substantial prejudice where defense counsel objected and the district court sustained the objection, but the defense did not request curative instruction or other remedy); State v. Woodward, 121 N.M. 1, 5, 908 P.2d, 231, 235 (1995) (<HOLDING>). {35} Further, there was more than substantial Options: A. holding that a district court has discretion to caution a witness about selfincrimination so long as the court does not actively encourage the witness not to testify or badgerf a witness into remaining silent B. holding that the defendant waived objection to hearsay statement by asking the district court to caution witness and having failed to request other relief relief sought was obtained C. holding that the defendants objection did not suggest that the objected to statement was hearsay and therefore concluding that the defendant waived appellate review of the hearsay argument D. holding because the district court refused to grant plaintiff reinstatement or any other injunctive relief the damage award was neither incidental to nor intertwined with any other relief E. holding that defendant who introduced hearsay statement waived objection to admission of another part of same statement

assistant: The best answer is B. holding that the defendant waived objection to hearsay statement by asking the district court to caution witness and having failed to request other relief relief sought was obtained
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: ("[T]he primary responsibility for deciding the appropriate amounts of [punitive] damages rests with the jury.”). Here, a jury could well have determined that Ameritech's conduct was egregious and warranted a large punitive damages award, and the district court's award of punitive damages at or near the statutory maximum was not in error. 5 . In response to the dissent, we want to emphasize that our opinion should not be read to imply that Ameritech, or any employer, can use a provision in its collective bargaining agreement to shield itself from liability under Title VII. An employer has a clear responsibility under Title VII to act reasonably to end sexual harassment and to protect its employees from harassing behavior, see Brooms v. Regal Tube Co., 881 F.2d 412, 421 (7th Cir. 1989) (<HOLDING>), and Ameritech’s obligations in that regard Options: A. recognizing that an employer is liable for an employees action if the employer knew or should have known about an employees acts of harassment and fails to take appropriate remedial action B. holding that employer who failed to take remedial action could be held liable for sexual harassment of employee by subcontractors employees C. holding school board liable for studentonstudent harassment if school officials knew of harassment and intentionally failed to take proper remedial action D. holding school hable for sexual harassment by its employees only if the district knew or should have known and neghgently failed to take prompt effective remedial action E. holding that an employees action against her employer for negligent supervision lies not in tort but with an action for breach of contract

assistant: The best answer is A. recognizing that an employer is liable for an employees action if the employer knew or should have known about an employees acts of harassment and fails to take appropriate remedial 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 legal provision and list the applicable contract clause categories. Provision: It shall not (i) consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of its assets to, any other Person, unless (a) the Performance Guarantor is the surviving entity, (b) if the Performance Guarantor is not the surviving entity, such surviving entity assumes the obligations of the Performance Guarantor under this Agreement or (c) the Administrative Agent and each Purchaser has provided prior written consent to such consolidation, merger or sale, such consent not to be unreasonably withheld or delayed, or (ii) discontinue or eliminate any business line or segment if such discontinuance or elimination could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan shall become effective if, and at such time as, the stockholders of the Company have approved the Plan in accordance with applicable law and stock exchange requirements (such date, the “Effective Date”). Unless earlier terminated by action of the Board, the authority of the Committee to make grants under the Plan shall terminate on the date that is ten years after the latest date upon which stockholders of the Company have approved the Plan, and the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan or as set forth above and the Company has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a search is unreasonably intrusive: (1) whether the police have a “clear indication” that the desired evidence will be found, (2) the presence of exigent circumstances such as the imminent destruction of evidence or a risk to individual safety, and (3) whether the methods used to obtain the evidence was performed in a reasonable manner. Id.) see also Burnett v. Municipality of Anchorage, 806 F.2d 1447 (9th Cir. 1986). Applying the framework set forth in Schmerber to the conduct of Officers Olsen and Vesely, we note that prior to forcing open defendant’s hand, the officers had been informed that the driver of the truck, in which defendant was a passenger, had been involved in a suspected drug transaction moments earlier. Upon approaching the truck, both officers ob .2d 519 (1995) (<HOLDING>). Therefore, we overrule defendant’s assignment Options: A. holding that defendants collective possession of plastic baggies beepers and scales in conjunction with other evasive action was sufficient evidence for jury to find conspiracy to distribute and possess cocaine beyond reasonable doubt B. holding that the evidence was sufficient to support a conviction under 856 where premises contained two white envelopes containing thirtytwo packs of crack cocaine equipment required for the manufacture and packaging of crack cocaine fortyone white envelopes containing particles of crack cocaine and crack cocaine stored in a laundry bag in the bathroom C. holding that a federal agents expert testimony regarding the characteristics of crack cocaine and the methods of its distribution was admissible and highly relevant in helping the jury resolve the central issue of whether the defendant possessed crack cocaine with intent to distribute D. holding police officers application of pressure to defendants throat causing him to spit out three plastic baggies containing crack cocaine was not unreasonably intrusive in light of the risk of losing the evidence and the potential health risk to the defendant E. holding there was insufficient evidence to prove intent to distribute where the defendant dropped a plastic bag containing loose white rocks of cocaine and there was no other indicia of the defendants intent such as the drugs being packaged in smaller baggies

assistant: The best answer is D. holding police officers application of pressure to defendants throat causing him to spit out three plastic baggies containing crack cocaine was not unreasonably intrusive in light of the risk of losing the evidence and the potential health risk to the defendant