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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: relief independently of Tan in addition to being included as a derivative party on her asylum claim. See AR at 395-401. The Immigration Judge ("U”) and BIA ultimately denied his application for cancellation of removal. See id. at 391, 379. 3 . An applicant for withholding of removal need not show that she would be singled out for persecution if she can demonstrate a pattern or practice of persecution of persons similarly situated to her on account of, inter alia, race or religion. 8 C.F.R. § 208.13(b)(2)(iii). In the instant case, Tan did not raise the pattern or practice argument before the BIA, and therefore we are without jurisdiction to review such an argument, even though the BIA sua sponte addressed it. See Amaya-Artunduaga v. U.S. Att’y Gen., 463 F.3d 1247, 1250 (11th Cir.2006) (<HOLDING>). In addition, she does not raise the argument Options: A. holding that we lack jurisdiction to review a claim not brought before the bia even when the bia addresses it sua sponte B. holding that this court lacks jurisdiction to review decisions of the bia refusing to reopen immigration proceedings sua sponte C. holding that we lack jurisdiction to consider claims not raised below by the alien even when the bia reviews the claim sua sponte D. holding that we lack jurisdiction to consider claims that have not been raised before the bia E. holding that we will not review an issue or claim that was not presented to the bia in the petitioners notice of appeal or brief to the bia even if the bia considered the issue or claim sua sponte

assistant: The best answer is A. holding that we lack jurisdiction to review a claim not brought before the bia even when the bia addresses it sua sponte
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the term hereof, the Executive shall be entitled to four (4) weeks of vacation per annum, accrued ratably, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time.

assistant: Vacations
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: Prior to or substantially concurrently with the funding of the Term Loan hereunder, Administrative Agent shall have received (i) payment of all fees required to be paid by Borrower or OpCo on the Closing Date pursuant to the Commitment Letter or Fee Letter and (ii) reimbursement for all costs and expenses required to be paid to Luxor Capital and/or its Affiliates by Borrower or OpCo pursuant to the Commitment Letter, in each case, for which invoices have been presented at least two Business Days prior to the Closing Date (including the reasonable and documented out-of-pocket costs and expenses of Luxor Capital’s and its Affiliates’ due diligence investigation and any fees and expenses of legal counsel), which amounts may be offset against the proceeds of the Term Loan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the application of this Agreement to any Person or circumstance shall to any extent be held invalid or unenforceable by a court of competent jurisdiction or arbitrators under Article 38, then (i) the remainder of this Agreement and the application of that provision to Persons or circumstances other than those as to which it is specifically held invalid or unenforceable shall not be affected, and every remaining provision of this Agreement shall be valid and binding to the fullest extent permitted by Laws, and (ii) a suitable and equitable provision shall be substituted for such invalid or unenforceable provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision.

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: The audited and unaudited financial statements delivered pursuant to Section 5.1(e)(i) fairly present, in all material respects, on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 5.1(e)(ii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of performance).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the protected activity; (3) the defendant took adverse action against the plaintiff; and (4) a causal connection existed between the plaintiffs protected activity and the adverse action taken by the defendant. Gordon v. N.Y.C. Bd. of Educ., 232 F.3d 111, 116 (2d Cir.2000) (citing Cosgrove v. Sears, Roebuck & Co. 9 F.3d 1033, 1039 (2d Cir.1993)). As in the case of a discrimination claim under Title VII or the ADA, once the plaintiff establishes a prima facie case, the defendant must provide a legitimate, non-retaliatory reason for the adverse action. After that, the plaintiff must show that the reason is pretextual. Zann Kwan v. Andalex Grp. LLC, 737 F.3d 834, 844-846 (2d Cir.2013); Univ. of Tex. Sw. Med. Ctr. v. Nassar, — U.S. —, 133 S.Ct. 2517, 2534, 186 L.Ed.2d 503 (2013) (<HOLDING>). The Court analyzes ADA retaliation claims Options: A. holding that the mixedmotive framework does not apply to retaliation cases under title vii B. holding that a plaintiff can prove illegal retaliation under 1981 in the same manner as he establishes retaliation under title vii C. holding the title vii mixedmotive theory does not apply to adea claims D. holding that in title vii cases the mixedmotive theory of discrimination is available in cases with circumstantial evidence of discrimination E. holding that title vii does not mention much less require that a plaintiff make a heightened showing through direct evidence in mixedmotive cases

assistant: The best answer is A. holding that the mixedmotive framework does not apply to retaliation cases under title vii
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 any number of counterparts (including facsimile or .pdf copies) with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

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 legal provision and list the applicable contract clause categories. Provision: THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY, ANY OTHER FINANCE DOCUMENT OR FOR ANY TRANSACTIONS CONTEMPLATED BY THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN. THE GUARANTOR ACKNOWLEDGES THAT (A) THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS GUARANTY, (B) IT HAS RELIED ON THIS WAIVER IN ENTERING INTO THIS GUARANTY AND (C) IT WILL CONTINUE TO RELY ON THIS WAIVER IN FUTURE DEALINGS RELATED TO THIS GUARANTY. THE GUARANTOR REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL ADVISERS AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AFTER CONSULTATION WITH ITS LEGAL ADVISERS. IN THE EVENT OF ANY LEGAL PROCEEDING RELATING TO THIS GUARANTY, ANY OTHER FINANCE DOCUMENT OR FOR ANY TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, THIS GUARANTY MAY BE FILED AS EVIDENCE OF THE GUARANTOR’S WAIVER OF A TRIAL BY JURY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This letter agreement and the obligation of each of the GSO Investors to fund the indemnification obligation in accordance with Section 1 of this letter agreement shall terminate automatically and immediately, without any further liability or obligation on the part of any GSO Investor, upon the earliest to occur of (i) the consummation of the Anadarko Closing, (ii) the date the GSO Investors have contributed or paid, as applicable, amounts pursuant to Section 1 hereof equal to the cap set forth in Section 1 , (iii) the first date on which both the following have occurred: (a) the Securities Purchase Agreement has been validly terminated and (b) the SN Parties and the Preferred Unit Purchaser agree that there are no amounts due from the Preferred Unit Purchaser pursuant to the second sentence of Section 6.01(b) of the Securities Purchase Agreement and (iii) twelve months after the date on which the Securities Purchase Agreement is terminated in accordance with its terms and there are no pending claims for indemnification pursuant to the second sentence of Section 6.01(b) thereof. From and after any such termination of this letter agreement, none of the GSO Investors shall have any liability or obligation to any Person under this letter agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: after Atkins received the promotion. According to Akouri’s testimony, when he asked why Atkins had been chosen for the promotion, Blanchard responded that “the people working in the crew are not the same that are working in the office. There is no black or Hispanic [employees] in the back. There is always — they are all white and they are not going to take orders from you, especially if you have an accent, and something like that.” We deem this language direct evidence of discrimination. There is no mere suggestion or need for inferences because the statement relates directly to the DOT’s decision to promote Atkins over Akouri as Assistant Maintenance Engineer and blatantly states that the reason he was passed over for the promotion was his ethnicity. See Carter, 132 F.3d at 642 (<HOLDING>). The statement itself clearly established that Options: A. holding that direct evidence of a fact is not necessary and that circumstantial evidence is not only sufficient but may also be more certain satisfying and persuasive B. holding that new evidence is evidence not previously of record and not merely cumulative of other evidence C. holding that direct evidence by definition is evidence that does not require an inferential leap between fact and conclusion D. holding that direct evidence of retaliation is lacking where the evidence if believed would not require the conclusion that defendant unlawfully retaliated against plaintiff emphasis in original E. holding that evidence which suggests but does not prove a discriminatory motive is circumstantial evidence by definition

assistant: The best answer is C. holding that direct evidence by definition is evidence that does not require an inferential leap between fact and conclusion
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: notwithstanding anything to the contrary in our terms , in such cases , the liability of the whatsapp parties will be limited to the fullest extent permitted by applicable law .

assistant: Limitation of liability
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: SECTION 11.12 Integration . This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.

assistant: Integration
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 Units shall vest and shares of Stock will be issued to you according to the vesting schedule set forth in this Agreement. Except as otherwise provided in Sections 4, 5, 6, 7 and 8 below, the Units will vest, subject to the conditions described in Section 7 below, in approximately equal annual installments on each of the five (5) consecutive anniversaries of the Grant Date, beginning on the first anniversary of the Grant Date. No shares of Stock shall otherwise be issued to you prior to the date on which the Units vest. Notwithstanding anything in the Agreement to the contrary, the Company may, in its sole discretion, settle the Units in the form of a cash payment to the extent that settlement in shares of Stock is prohibited under local law or would require the Company and/or any of its Affiliates to obtain the approval of any governmental and/or regulatory body in your country of residence (or country of employment, if different). Alternatively, the Company may, in its sole discretion, settle the Units in the form of shares of Stock but require you to immediately sell such Stock (in which case, this Agreement shall give the Company the authority to issue sales instructions on your behalf).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Termination of Employment shall not affect the continuing operation and effect of Sections 5 through 19 hereof, which shall survive the Termination of Employment and continue in full force and effect with respect to the Company and Executive. Sections 5 through 19 hereof shall also continue in force and effect if Executive’s duties, compensation, title, or location of work for the Company change after this Agreement becomes effective, and any such change will not terminate or invalidate this Agreement or affect or impair its validity and enforceability.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 440 U.S. 444 99 S.Ct. 1415 59 L.Ed.2d 440 Harold RAMSEY, petitioner,v.State of NEW YORK No. 77-6540 Supreme Court of the United States March 5, 1979 On Writ of Certiorari to the Appellate Division, Supreme Court of New York, Second Judicial Dept. March 5, 1979. PER CURIAM. 1 The petition for certiorari in this case stated the question presented as follows: 2 "Whether a guilty plea is obtained in violation of due process of law when it is induced by a judge's threat that, should the defendant be convicted after trial, he will receive a sentence almost four times greater than one once seriously discussed, and more than twice as great as the one then held out as part of a plea offer." 3 We granted certiorari to decide this question. 439 U.S. 892, 99 S.Ct. 248, 58 L.Ed.2d 237. After briefing and oral argument, it has become evident that on the record in this case it cannot be said with any degree of certainty that this question is actually presented. The writ, therefore, is dismissed as having been improvidently granted. 4 So ordered.

assistant: 9
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: did not result in compensable taking of an abutting owner’s property and access); see also Deupree v. ODOT, 173 Or App 623, 629, 22 P3d 773 (2001) (in inverse condemnation claim, holding that change in grade of a state highway for legitimate regulatory purposes, which did not deprive abutting landowner of all highway access, did not result in “legal damage or injury” within the meaning of ORS 105.755 for which owners are entitled to just compensation); Dept. of Transportation v. DuPree, 154 Or App 181, 185, 961 P2d 232, rev den, 327 Or 621 (1998), cert den, 526 US 1019 (1999) (in inverse condemnation action for widening of state highway, the state’s regulatory change from two points to one point of access was not a taking); Curran v. ODOT, 151 Or App 781, 786-87, 951 P2d 183 (1997) (<HOLDING>). In short, the state is correct that the Options: A. holding ripe a claim for a pre1987 taking because prior to first english california law did not permit landowners to seek compensation for a regulatory taking through an action in inverse condemnation B. holding that inverse condemnation claim challenging as a regulatory taking the states placement of a guard rail that blocked former access was not ripe for adjudication where owners had failed to apply for permit for alternative approach and it therefore was not possible to assess whether a taking had occurred as a result of a deprivation of all reasonable access C. holding in an inverse condemnation case that the abutting landowners right of direct access was subservient to the city of portlands proper exercise of its governmental powers for purposes of public safety and convenience and that the elimination of access from the landowners property to the affected street did not constitute a taking D. holding that there is no right to monetary compensation for a regulatory taking in an inverse condemnation action E. holding that allegations that states lease and actions that resulted in taking of oil and gas were sufficient to state claim for inverse condemnation

assistant: The best answer is B. holding that inverse condemnation claim challenging as a regulatory taking the states placement of a guard rail that blocked former access was not ripe for adjudication where owners had failed to apply for permit for alternative approach and it therefore was not possible to assess whether a taking had occurred as a result of a deprivation of all reasonable access
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the limitations set forth herein and in the Plan, this Option shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in §6.4 or §7.4, unless such change is required by GAAP or is mandated by GAAP to became effective, or (y) change its fiscal year. The Agent and the Lenders acknowledge that REIT’s fiscal year is a calendar year.

assistant: Records
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 acknowledge that the nintendo account service may be changed , in part or in whole , at any time and any user-generated content may be deleted from the nintendo account service at any time .

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

user: 1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, “Confidential Information” means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions §4-101(h) and Md. Ann. Code, State Govt. § 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract.

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 legal provision and list the applicable contract clause categories. Provision: The purchase and sale of the Shares shall take place on or before January 13, 2017; at or before 11 PM EST (which time is designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, or his nominee for the Purchase Price totaling the amount of One Hundred Thousand U.S. dollars and no cents ($100,000.00), which amount shall include any good faith deposits made, if any, and Seller will promptly deliver the following to Purchaser: (A) the certificates representing the Shares transferred hereunder, duly endorsed for transfer to the Purchaser or accompanied by appropriate stock powers, (B) the original of the Certificate of Incorporation and bylaws, (C) all corporate books and records; (D) written resignations of incumbent directors and officers of the Corporation; and (F) an affidavit certifying that all liabilities of the Corporation prior to the Closing date shall be paid in full out of the proceeds of this share purchase.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided in Section 3 above and clause (i) of this Section 12 , this Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. Without limiting the foregoing, if, immediately prior to the execution of this Agreement by the Company and Indemnitee, Indemnitee and the Company were parties to a separate indemnification agreement (a “ Prior Agreement ”), this Agreement shall supersede and replace the Prior Agreement in its entirety. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

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: This Agreement shall remain in full force and effect and shall be fully binding on the Parties in accordance with the provisions hereof until the expiration of the Standstill Period. Notwithstanding the foregoing, this Section 8 and Sections 9-20 shall survive the termination or expiration of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except to the extent provided in paragraph 7(d), any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration. The arbitration shall be held in Dallas, Texas and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Expedited Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration, and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both Parent and Employee. If the parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At any time and from time to time, at the request of Secured Party, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and the execution and delivery of Securities Account Control Agreements and Deposit Account Control Agreements.

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 case excerpt and choose the best holding from the options. Case excerpt: England v. State, 85 S.W.3d at 110. However, both of those cases were decided after State v. White and State v. Roberts and neither made any mention of those cases. They also did not discuss the plain language of § 562.041 and MAI-CR3d 304.04. Because we are bound by the most recent holding of our Supreme Court on the issue, State v. Burgin, 203 S.W.3d 713, 717 (Mo.App.2006), State v. Neal and England v. State, and their progeny, to the extent they require dual accomplice intent, by holding that an accomplice must not only purposely promote the underlying offense, but must also possess the requisite intent for the underlying offense, they were never good law and should not be followed. Hence, other than in the case of murder in the first degree, see State v. O’Brien, 857 S.W.2d at 218 (<HOLDING>), the only showing required as to the culpable Options: A. holding error is not harmless when the accused is convicted of firstdegree murder on a general verdict after a trial in which premeditation and felony murder theories are espoused if the felony underlying the felony murder charge is based on a legally unsupportable theory B. holding that general verdicts failed to reveal whether defendant was convicted on accomplice liability theory and that evidence supported accomplice liability theory C. holding that in order to convict a defendant of firstdegree murder on a theory of accomplice liability proof of his own premeditation is required D. holding defendants federal constitutional due process right was violated because jury instructions permitted jury to convict him of firstdegree murder without finding separately all three elements of the crime willfulness deliberation and premeditation E. holding inter alia that conviction of firstdegree premeditated murder on an aiding and abetting theory requires the prosecution to prove that the accomplice acted with premeditation and deliberation and intent to kill

assistant: The best answer is C. holding that in order to convict a defendant of firstdegree murder on a theory of accomplice liability proof of his own premeditation is required
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: To the extent that the vesting of a Phantom Unit or distribution thereon results in the receipt of compensation by the Service Provider with respect to which any of the Partnership Entities has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by the Service Provider that are acceptable to such Partnership Entity, the Service Provider shall deliver to the Partnership Entity such amount of money as the Partnership Entity may require to meet its withholding obligations under applicable law. No settlement of Phantom Units shall be made pursuant to this Agreement until the Service Provider has paid or made arrangements approved by the Partnership Entity to satisfy in full the applicable tax withholding requirements of the Partnership Entity with respect to such event.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the representations and warranties made by Purchaser in Article VII that are qualified by any materiality qualifications shall each be true and correct as of the Closing Date as though such representations and warranties were made at such date (except that any representations and warranties that are made only as of a specified date shall be true and correct only as of such date), and all other representations and warranties of the Purchaser shall each be true and correct in all material respects as of the Closing Date as though such representations and warranties were made at such date (except that any representations and warranties that are made only as of a specified date shall be true and correct only as of such date).

assistant: Warranties
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 corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Required Approvals and except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be governed by and construed in accordance with the domestic substantive laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other 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: All questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is incorporated in Delaware and Delaware has a substantial relationship to the Company and the issuance of the award provided pursuant to the Notice and these Terms and Conditions. There is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the Company and well-developed with respect to the subject matters of the Notice and these Terms and Conditions. Further, the designation of Delaware law and the interpretation and application of these Terms and Conditions and the Notice consistent with principles of Delaware law assures uniformity, certainty, and predictability in the application of the Plan through which the TSR Restricted Stock Units are granted. The obligation of the Company to sell and deliver the Common Stock is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.

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 case excerpt and choose the best holding from the options. Case excerpt: of a patient’s counseling sessions outweighs that patient’s privacy interests.” Id., at 1357. Balancing those conflicting interests, the court observed, on the one hand, that the evidentiary need for the contents of the confidential conversations was diminished in this case because there were numerous eyewitnesses to the shooting, and, on the other hand, that Officer Redmond’s privacy interests were substantial. Id., at 1358. Based on this assessment, the court concluded that the trial court had erred by refusing to afford protection to the confidential communications between Redmond and Beyer. The United States Courts of Appeals do not uniformly agree that the federal courts should recognize a psychotherapist privilege under Rule 501. Compare In re Doe, 964 F. 2d 1325 (CA2 1992) (<HOLDING>); In re Zuniga, 714 F. 2d 632 (CA6) (same), Options: A. recognizing privilege B. recognizing a federal mediation privilege C. holding that production of documents without a claim of privilege waives the right to later claim that privilege D. recognizing commonlaw privilege against selfincrimination E. recognizing privilege under federal rules

assistant: The best answer is A. recognizing privilege
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: except where our dispute is being resolved pursuant to an arbitration ( as provided below ) , if you reside in brazil , you agree that any claim or dispute you may have against evernote must be resolved exclusively by the courts in são paolo-sp , brasil .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: constitutional due process claim and does not raise any additional arguments on appeal, the State is not entitled to relief. We express no opinion as to the merits of the State’s arguments with respect to Superintendent Hawkins or the validity of the Secretary’s decision-making process. III. CONCLUSION We dismiss the appeal for lack of standing. 1 . The Honorable Roberto A. Lange, United States District Judge for the District of South Dakota. 2 . Nearly six years elapsed between Superintendent Hawkins' final term as council chairman and his appointment with the BIA. See South Dakota v. U.S. Dep’t. of Interior, 775 F.Supp.2d 1129, 1139 (D.S.D.2011). 3 . In 1975, the Supreme Court of the United States held an wentieth Jud. Cir., St. Clair Cnty., Ill., 986 F.2d 1142, 1144 (7th Cir. 1993) (<HOLDING>). The State has not argued on appeal or before Options: A. holding that any confrontation right is found in the fourteenth amendments due process clause not the confrontation clause of the sixth amendment B. recognizing that corporations are persons within the meaning of the fourteenth amendment C. holding municipalities are not persons within the meaning of the due process clause of the fifth or fourteenth amendments D. holding that foreign states are not persons entitled to rights under the due process clause E. holding school boards are persons within the meaning of the fifth amendment due process clause

assistant: The best answer is C. holding municipalities are not persons within the meaning of the due process clause of the fifth or fourteenth amendments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuance or termination shall be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; provided, further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to Section 13(c) of the Plan without stockholder approval.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Johnson City, 473 U.S. 172, 194-95, 105 S.Ct. 3108, 87 L.Ed.2d 126 (1985). In any event, Colaprete does not argue that the alleged theft constituted a taking, let alone that the applicability of the Takings Clause in this situation is clearly established. The Fourth Amendment, however, does protect against conduct of this nature. A seizure of property within the meaning of the Fourth Amendment occurs “when there is some meaningful interference with an individual’s possessory interests in that property.” United States v. Jacobsen, 466 U.S. 109, 113, 104 S.Ct. 1652, 80 L.Ed.2d 85 (1984). The Fourth Amendment regulates all such interference, and not merely the initial acquisition of possession. See United States v. Place, 462 U.S. 696, 706, 709-10, 103 S.Ct. 2637, 77 L.Ed.2d 110 (1983) (<HOLDING>). Because theft by a police officer extends a Options: A. holding that analysis of seizures under the fourth amendment applies only to an initial seizure and subsequent conditions of detention are properly examined under the fourteenth amendment B. holding detention of passenger for warrant check violated fourth amendment absent reasonable suspicion C. holding that impoundment of a vehicle can be a seizure under the fourth amendment D. holding that the initial seizure of a suitcase was valid but that the ninetyminute detention of the suitcase violated the fourth amendment E. holding seizure of evidence in plain view reasonable under fourth amendment

assistant: The best answer is D. holding that the initial seizure of a suitcase was valid but that the ninetyminute detention of the suitcase violated the fourth amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Omnibus Agreement together constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the Parties in connection therewith. No promise, representation or inducement has been made by any of the Parties concerning the subject matter of this Agreement and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

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: Not later than ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Lender, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Lender may reasonably request.

assistant: Notices
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: test. Onee the driver has elected either a blood or a breath test, the officer has a corresponding duty to comply with the driver's request. See § 42-4-1801(T)(a@)(II)(A). The issue before us today requires us to apply the language of the statute in light of our own precedent in Gillett. Of course, our primary task in construing a statute is to ascertain and give effect to the intent of the general assembly. People v. Dist. Court, 718 P.2d 918, 921 (Colo.1986). We first look to the language of the statute itself. Words are given their. plain and ordinary meaning unless they have acquired a technical or particular meaning. § 2-4-101, C.R.S. (2004). If the clear intent of the legislature appears with reasonable certainty, we need not resort to other rules of statutory constru pp.1994) (<HOLDING>). There is no language on the face of the Options: A. holding that detention ended when police officer returned drivers license and registration and driver voluntarily consented to additional questioning B. holding that arresting officer has duty to implement drivers election without allowing driver to change such election C. recognizing that general assembly has a duty to implement section 27 and devise environmental remediation standards D. holding court cannot change custody without showing that change is in best interests of child E. holding that a police officer may stop a driver where the officer has a reasonable and articulable suspicion regarding the commission of a civil traffic violation

assistant: The best answer is B. holding that arresting officer has duty to implement drivers election without allowing driver to change such election
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay Executive a Base Salary at a rate to be determined by the Compensation Committee (or its designee), upon recommendation of the Direct Supervisor. Base Salary shall be payable in accordance with the regular payroll procedures of the Company.

assistant: Base Salary