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: Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment or waiver of any provision of this Agreement, and no consent to any departure by the any Grantor, shall be effective unless in writing signed by the Secured Party and each Grantor, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: notwithstanding any other remedies available to truecaller , you agree that truecaller may suspend or terminate your use of the services without notice if you use the services or the content in any prohibited manner , and that such use will be deemed a material breach of these terms .

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

user: Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the receiver of the Feedback shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

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: Each member of Macellum jointly represents and warrants that, as of the date of this Agreement, (a) Macellum, together with all of the Macellum Affiliates, collectively Beneficially Own an aggregate of 3,131,505 shares of Common Stock; (b) except for such ownership, no member of Macellum, individually or in the aggregate with all other members of Macellum and the Macellum Affiliates, has any other Beneficial Ownership of any Voting Securities; and (c) Macellum, collectively with the Macellum Affiliates, have a Net Long Position of 3,131,505 shares of Common Stock.

assistant: Representations
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 Proprietary Rights Agreement, the Indemnification Agreement and any Company equity incentive plan and related award agreements evidencing outstanding equity awards held by Executive together constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including the Prior Agreement; provided , that this Agreement shall supersede any other written agreement (including any equity award agreement) between Executive and the Company as expressly provided in Section 6.2(f). This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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: did not abuse its discretion in admitting La Mott’s testimony. Wilson next argues that the statement was not made “in furtherance of’ the conspiracy. To be “in furtherance of’ a conspiracy, “the statements must further the common objectives of the conspiracy or set in motion transactions that are an integral part of the conspiracy.” Kearns, 61 F.3d at 1426 (quotations omitted), “mere conversation between coconspirators” does not qualify as nonhearsay. United States v. Bibbero, 749 F.2d 581, 583-84 (9th Cir. 1984) (quotations omitted). Here, Ware’s statement concerned the source of the pseudophendrine pills and it is plausible that the statement was made to convince Meier, a member of the conspiracy, that the source was loyal, consistent and reliable. See Williams, 989 F.2d at 1069 (<HOLDING>); Kearns, 61 F.3d at 1425-26 (holding that Options: A. holding that telephone conversations and meetings were overt acts in furtherance of a drug conspiracy B. holding that statements aimed at preventing detection and punishment were not admissible under the coconspirator exception because admission of such statements would expand exception to hearsay rule to include declarations made not in furtherance of conspiracy charged but made in furtherance of an alleged implied but uncharged conspiracy aimed at preventing detection and punishment C. holding that the conspiracy theory of personal jurisdiction requires that the outofstate coconspirator was or should have been aware of the acts performed in the forum state in furtherance of the conspiracy D. holding that statements made to keep a coconspirator informed as to the groups drug supply were made in furtherance of the conspiracy E. holding that statements by a cooperating coconspirator to known authorities made after the commencement of cooperation are not admissible under rule 801d2e because such statements are not made in furtherance of the conspiracy

assistant: The best answer is D. holding that statements made to keep a coconspirator informed as to the groups drug supply were made in furtherance of the conspiracy
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: held reimbursement available for private educational services beyond tuition at a private institution. See Payne v. Peninsula Sch. Dist., 653 F.3d 863, 877 (9th Cir.2011) (“If the measure of a plaintiffs damages is the cost of counseling, tutoring, or private schooling — relief available under the IDEA — then the IDEA requires exhaustion.”), cert. denied, — U.S. —, 132 S.Ct. 1540, 182 L.Ed.2d 161 (2012); Nieves-Marquez v. Puerto Rico, 353 F.3d 108, 124 (1st Cir.2003) (“[EJquitable remedies that involve the payment of money, such as reimbursements to parents for expenses incurred on private educational services to which their child was later found to have been entitled, remain available!)]”); Polera v. Bd. of Educ. of Newburgh Enlarged City Sch. Dist, 288 F.3d 478, 486 (2d Cir.2002) (<HOLDING>). We agree with these circuits that Options: A. holding that plaintiffs can obtain reimbursement for past or future educational expenses under the idea but not general damages such as compensation for lost earning power B. holding that damages are not relief that is available under the idea C. recognizing that the idea authorizes courts to order reimbursement of the costs of private specialeducation services in appropriate circumstances D. holding that by its terms the idea does not require exhaustion where the relief sought is unavailable in an administrative proceeding under the idea monetary damages are not available so exhaustion is not required E. holding reimbursement for private tutoring available under the idea

assistant: The best answer is E. holding reimbursement for private tutoring available under the idea
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: if you select a username or similar identifier for your account or page , we reserve the right to remove or reclaim it if we believe it is appropriate ( such as when a trademark owner complains about a username that does not closely relate to a user 's actual name ) .

assistant: Content removal
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 Companies unconditionally and jointly and severally agree upon demand to pay to the Administrative Agent and the Lenders the amount of any and all out-of-pocket costs, expenses and disbursements, including fees and expenses of counsel (based on the actual time incurred at counsel’s customary hourly rate) for which reimbursement is customarily obtained, which the Administrative Agent or any of the Lenders may incur in connection with: (a) the exercise or enforcement of any of the rights of the Administrative Agent or the Lenders hereunder; or (b) the failure by the Companies to perform or observe any of the provisions hereof.

assistant: Expenses
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 may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party and delivered to the other party. This Letter Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original signature for all purposes.

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: their parents. The guardian opined that “with assistance, the parents would be very capable parents.” At the conclusion of the trial, the trial court entered an order terminating the parental rights of the mother and father to all three children. In determining that termination was appropriate, the trial judge focused primarily on the abuse of the infant. The trial judge expressed concern that the parents had suggested their eldest child may be to blame for the injuries to the infant. As to the middle child, the trial judge made no specific findings of fact. There is no question that the abuse of the infant in this case constituted egregious conduct that threatened the life and health of this child. See N.L. v. Dep’t of Children & Family Servs., 843 So.2d 996, 1001 (Fla. 1st DCA 2003) (<HOLDING>); M.C. v. Dep’t of Children & Family Servs., Options: A. holding experts demonstration of shaken baby syndrome using infant mannequin was not substantially similar when mannequin had to be shaken harder than in real life and number of oscillations of head needed to cause injury was unknown B. holding egregious conduct occurred when infant was shaken forcefully enough to break bones C. holding that whether hola governs the action depends on when the alleged conduct occurred D. holding that the court had no power to sanction conduct that occurred in an arbitration E. holding that first amendment provides no protection against private actions no matter how egregious

assistant: The best answer is B. holding egregious conduct occurred when infant was shaken forcefully enough to break bones
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: and tenuous,” SEC v. Mayhew, 121 F.3d 44, 52 (2d Cir.1997), but if that information comes from an insider and concerns actual and serious merger discussions, “a lesser level of specificity is required [to establish materiality].” Id. As the Supreme Court has recognized, “ ‘[i]nside information as regards mergers ... can become material at an earlier stage than would be the case as regards lesser- transactions-and this even though the mortality rate of mergers at such formative stages is doubtless high.’ ” Basic, Inc. v. Levinson, 485 U.S. 224, 238, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988), quoting SEC v. Geon Indus., Inc., 531 F.2d 39, 47-48 (2d Cir.1976); see also Glazer v. Formica Corp., 964 F.2d 149, 156 (2d Cir.1992) (same); SEC v. Shapiro, 494 F.2d 1301, 1306-07 (2d Cir.1974) (<HOLDING>). In fact, even disclosures about tender offer Options: A. holding that even if information in an affidavit was provided in reckless disregard of the truth appropriate course of action is to sever that information from the affidavit and determine whether sufficient information remained in order for the magistrate to find probable cause B. holding that such information is not material under securities law C. holding that even though negotiations had not jelled to the point where a merger was probable information disclosed regarding those negotiations was material in light of the potential profits D. holding that although the defendant was able to impeach the prosecution in certain respects the suppressed information was material under brady because there was a significant difference between the suppressed material and the information to which the defense had access E. recognizing that information disclosed in private is not a public disclosure under the fca

assistant: The best answer is C. holding that even though negotiations had not jelled to the point where a merger was probable information disclosed regarding those negotiations was material in light of the potential profits
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 Parties, jointly and severally, shall indemnify, defend and hold harmless Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys’ fees and expenses or other professional fees and expenses which Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against Escrow Agent, arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates, unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused by the willful misconduct or gross negligence of Escrow Agent. The provisions of this Section 3.1 shall survive the resignation or removal of Escrow Agent and the termination of this Escrow Agreement.

assistant: Indemnifications
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: our aggregate liability relating to , arising out of , or in any way in connection with masquerade 's terms and policies , us , our services , or any content will not exceed the greater of one hundred dollars ( $ 100 ) or the amount you have paid masquerade in the past twelve months .

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: Except as set forth on Schedule 3.1(r ), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Security Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Security Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof, except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York.

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: jurisdiction may close the case for failure to respond after receipt of the [SOC], but questions as to timeliness or adequacy of response shall be determined by the Board of Veterans’ Appeals.” Id. The Secretary, pursuant to 38 U.S.C. § 7105, promulgated regulations at 38 C.F.R. §§ 20.300, 20.302(b), which govern the filing of Substantive Appeals. These provisions mirror those set forth in the statute. Whether the statutory deadline for filing a Substantive Appeal is subject to equitable tolling is a question of law that the Court reviews de novo. 38 U.S.C. § 7261(a)(1); see Smith v. Gober, 14 Vet.App. 227, 230 (2000) (stating that the Court reviews questions of law de novo without any deference to the Board’s conclusions); cf. Bailey v. Principi 351 F.3d 1381, 1384 (Fed.Cir.2003) (<HOLDING>). Based on the following, we conclude that Options: A. holding that equitable estoppel and equitable tolling cannot apply to extend the 120day noa filing period set forth in 38 usc 7266a B. holding statute of limitations period defined in 28 usc 2244d is subject to equitable tolling C. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling D. holding that issue of whether the 120day judicialappeal period prescribed by 38 usc 7266a for seeking judicial review of a board decision is subject to equitable tolling is a legal question E. holding that the 120day judicial appeal period is not subject to waiver or forfeiture by the secretary

assistant: The best answer is D. holding that issue of whether the 120day judicialappeal period prescribed by 38 usc 7266a for seeking judicial review of a board decision is subject to equitable tolling is a legal question
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 Party shall secure and maintain in effect during the term of this agreement, and [ * ] insurance policy(ies) underwritten by a reputable insurance company and having [ * ] for exposures related to pharmaceutical products (including the Compound and Products) and their development, manufacture and/or commercialization. Such policies shall include coverage for [ * ] . Upon request by a Party, certificates of insurance evidencing the coverage required above shall be provided by the other Party to the requesting Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that (a) this Amendment may be transmitted between them by facsimile or pdf, (b) faxed or pdf signatures constitute original signatures, (c) a faxed or pdfed Amendment containing the signatures of all the parties is binding on the parties, and (d) facsimile or pdf transmission constitutes delivery.

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: TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER, GUARANTOR AND LENDER EACH WAIVES THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AMENDMENT, THE INTERCOMPANY LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AMENDMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

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 case excerpt and choose the best holding from the options. Case excerpt: on the issue of liability by finding inadequate damages. However, an insufficient damages verdict, standing alone, does not necessarily indicate a compromise. Ordinarily there must be other evidence demonstrating that the deficient monetary award resulted from an impermissible compromise.” Id. at 1513— 14 (internal citations omitted). The jury found zero dollars in damages despite being instructed by the district court to determine the total amount of loss suffered by Knowlton’s estate without adjusting for any percentages of comparative fault it may have found. The plaintiffs expert estimated a total loss to Knowlton’s estate of $10.6 million. Further, there was significant evidence of Knowlton’s close relationship with Grace, even though she lived with her mother, Fla. 3d DCA 1997) (<HOLDING>). The district court stated that the jury’s Options: A. holding evidence insufficient to terminate mothers parental rights under section c because mother made arrangements for adequate support of children evidence showed mother left children with father who maintained steady employment and adequately supported children mother knew that father would provide adequate support and mother left children pursuant to agreed divorce decree B. holding fathers pleadings representing himself to be the father of the children constituted a judicial admission C. holding zerodamages award inadequate because substantial undisputed and unrebutted testimony showed that deceased father had a close relationship with his children and that the children suffered a great loss as a result of their fathers death D. holding unwed father entitled to hearing on his fitness as a parent before children could be taken from him after death of their mother E. holding the prospective adoptive father of surrogate children did not comply with the interstate compact on the placement of children

assistant: The best answer is C. holding zerodamages award inadequate because substantial undisputed and unrebutted testimony showed that deceased father had a close relationship with his children and that the children suffered a great loss as a result of their fathers death
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: had been previously molested. Specifically, Oatts argues that: (A) the exclusion of the evidence did not serve the purpose of Ind. Evidence Rule 412; and (B) the exclusion of the evidence violated Oatts’s right to cross examine witnesses guaranteed under the Sixth Amendment of the United States Constitution and Article 1, Section 13 of the Indiana Constitution. A. Ind. Evidence Rule 412 Ind. Evidence Rule 412, the Rape Shield Rule, “incorporates the basic principles” of Ind.Code § 35-37-4-4, Indiana’s Rape Shield Act. State v. Walton, 715 N.E.2d 824, 826 (Ind.1999). Ind. Evidence Rule 412(a) governs the admissibility of evidence of past sexual conduct and provides: In a prosecution for a sex crime, evidence of the past sexual conduct of a victim or witness may not be admitted, e 1987) (<HOLDING>). Based upon these cases, we conclude that the Options: A. holding that mistake as to the age of the victim is no defense to statutory rape B. holding that the trial court properly refused to permit the defendant to question the nineyearold victim as to whether he had been sexually abused in the past because indianas rape shield statute shields the victim of a sex crime from a general inquiry into the history of past sexual conduct C. holding that uncharged sexual acts committed upon the same victim are admissible to show the conduct of the defendant toward the victim and to corroborate the evidence of the offense charged in the indictment D. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon E. holding that a prosecutors questions eliciting testimony from a victim as to issue of virginity prior to the assault did not violate colorados rape shield statute because that statute does not specifically prohibit a victim from testifying as to a lack of prior sexual activity id at 1020

assistant: The best answer is B. holding that the trial court properly refused to permit the defendant to question the nineyearold victim as to whether he had been sexually abused in the past because indianas rape shield statute shields the victim of a sex crime from a general inquiry into the history of past sexual conduct
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 Employment Period, the Company shall pay the Executive, as compensation for the performance of the Executive’s duties and obligations under this Agreement, an annual base salary of $415,000, payable in a manner that is consistent with the Company’s usual payroll practices for senior executives. The Executive’s Base Salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “ Committee ”) for adjustment. Such adjustment, if any, shall be within the sole discretion of the Board or, to the extent delegated by the Board, the Committee. The annual base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall not be reduced at any time without the express written consent of the Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not when the action for fraud was or should have been discovered. Boyle v. GMC, [468 Mich. 226] 661 N.W.2d 557, 558, 559-60 (Mich.2003). Although Khadher was not harmed until September 1, 2007, when the interest rate first changed, his cause of action accrued at closing on July 23, 2004. Consequently, the action expired on July 23, 2010. Khadher also asserts that Trott’s attorneys’ defrauded him by double charging him for attorney’s fees. The May 23, 2011 letter, however, identifies one charge for legal fees and the other for legal costs. Under the terms of the Mortgage, PNC can collect reasonable attorney’s fees and costs incurred in pursuing remedies caused by the borrower’s default. See United Growth Corp. v. Kelly Mortgage & Inv. Co., 86 Mich.App. 82, 272 N.W.2d 340, 344 (1978) (<HOLDING>). Khader does not allege that the fees were Options: A. holding that ic 7910 specifically excludes attorney fees from the scope of power given to the arbitrator to award expenses and fees incurred during arbitration B. holding in an appeal from a postanswer default judgment that third prong of craddock test required appellant to offer to reimburse appellee for legal expenses he incurred in obtaining default judgment even though most of the fees incurred had not been paid C. holding that an award for medical expenses is proper when the expenses have been incurred but not paid D. holding that unit owner was liable for reasonable attorney fees incurred in imposing lien for unpaid association fees E. holding attorney fees may be allowed for expenses incurred for default

assistant: The best answer is E. holding attorney fees may be allowed for expenses incurred for default
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: 13.3 the limitations on youtube 's liability to you in paragraph 13.2 above shall apply whether or not youtube has been advised of or should have been aware of the possibility of any such losses arising .

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 case excerpt and choose the best holding from the options. Case excerpt: and waived, as indicated by his initials, reads, “I expressly do not desire to consult with either a civilian lawyer retained by me or a military lawyer appointed as my counsel without cost to me prior to questioning.” Appellant also acknowledged waiver of these rights when questioned by the military judge at trial regarding the written waiver. Furthermore, Appellant acknowledged that his civilian attorney told him not to go into questioning without him and Appellant intentionally ignored that advice. Based on Appellant’s own testimony and actions in reviewing and signing the Article 31, UCMJ, rights form at the time of the interrogation, Appellant waived any right he may have had to have his counsel notified of and be present at the interrogation. See LeMasters, 39 M.J. at 493 (<HOLDING>). The current version of M.R.E. 305(e) does not Options: A. holding that defenses under rule 60b may be waived B. holding that notice to counsel may be waived C. holding standing cannot be waived and may thus be raised at any time D. recognizing that immunity may be waived E. holding that notice to supervisor is notice to city

assistant: The best answer is B. holding that notice to counsel may be waived
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 party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, the Arrangers or any Incremental Term Loan Amendment Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against Holdings or the Borrower or their respective properties in the courts of any jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed on the Disclosure Schedule on the Closing Date or, after the Closing Date, pursuant to Section 6.7, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Responsible Officers, threatened in writing by or against any Credit Party or any Subsidiary thereof which involves the possibility of any judgment or liability of more than [***] or that could reasonably be expected to result in a Material Adverse Change, or which questions the validity of the Financing Documents, or the other documents required thereby or any action to be taken pursuant to any of the foregoing, nor does any Credit Party have reason to believe that any such actions, suits, proceedings or investigations are threatened.

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: citation omitted)). The bankruptcy court’s factual determination that Maddigan’s obligation to Falk & Siemer is in the nature of support for Maddigan’s child comports with the record in the family court below, the applicable case law, and congressional intent. We thus find no error in this determination. C. Maddigan’s Debt to Falk & Siemer Was Incurred “In Connection With” an Order of a Court of Record The third and final requirement of § 523(a)(5) is that the debt be “in connection with a separation agreement, divorce decree or other order of a court of record.” 11 U.S.C. § 523(a)(5). The judgment for legal fees in the family court’s determination of custody is a debt “in connection with” an order of a court of record. See Peters, 124 B.R. at 435, 436; cf. Akamine, 217 B.R. at 109-10 (<HOLDING>). This element of the statutory provision is Options: A. holding that a credit transaction is not a consumer debt when it is incurred with a profit motive B. holding that fees incurred by debtor were not in the nature of support C. holding that a debt is not in connection with a courts order when that order only acknowledges a burden the debtor had already incurred D. holding that in the absence of a hold harmless agreement a former spouse has no claim against the debtor to pay a debt listed on the divorce agreement as belonging to the debtor because such a debt is not incurred in connection with the divorce but was incurred in connection with the debtors and former spouses original transaction with the creditor E. holding that when a courts statements from the bench conflict with its written order the order controls

assistant: The best answer is C. holding that a debt is not in connection with a courts order when that order only acknowledges a burden the debtor had already incurred
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 fault is analogous to principles of comparative negligence, which have been held to be substantive. See Petersen v. Klos, 426 F.2d 199, 202 (5th Cir.1970) (recognizing that “that the Mississippi comparative negligence statute, ‘is part of the substantive law of Mississippi’”) (citations omitted). The Mississippi Supreme Court similarly considers the right to contribution among tortfeasors to be substantive. Estate of Hunter v. GMC, 729 So.2d 1264, 1276 (Miss.1999). Furthermore, courts from other states consistently hold that laws on apportionment of fault are substantive, not merely procedural. See, e.g., Matter of Oil Spill by Amoco Cadiz Off Coast of France on March 16, 1978, 954 F.2d 1279, 1992 A.M.C. 913, 35 Fed.R.Evid. Serv. 1204, 22 Envtl. L. Rep. 20835 (7th Cir.1992) (<HOLDING>); Clawans v. United States, 75 F.Supp.2d 368, Options: A. holding that the plaintiffs state law claims are preempted by federal law B. holding that question of whether defendant tortfeasors were entitled to reduction in plaintiffs claims by amount of alleged nonparty tortfeasors responsibility was one of substantive law C. recognizing that the ultimate question of the voluntariness of consent is one of law D. recognizing that whether a duty exists is a question of law for the courts E. holding the question of standing is distinct from the question of proof and once the plaintiffs alleged an interest peculiar to themselves and distinguishable from the public generally they were entitled to a factual hearing

assistant: The best answer is B. holding that question of whether defendant tortfeasors were entitled to reduction in plaintiffs claims by amount of alleged nonparty tortfeasors responsibility was one of substantive law
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 the Charitable Immunity Act beyond acts based upon negligence. The Court did discuss in dictum the dissent’s view that the intentional nature of the underlying conduct removed the entire incident from the Charitable Immunity Act’s protections. The majority rejected that view, finding that, ordinarily, employers are not held liable for the intentional acts of employees, since they fall outside the scope of employment. If the dissent’s position were adopted, the Court reasoned, “[t]hat would make the church, protected in the past by the common law immunity and now by statutory immunity, more vulnerable than private entities protected by neither common law nor statutory immunity.” Schultz, supra, 95 N.J. at 535, 472 A.2d 531. But see Frugis, supra, 177 N.J. at 268-74, 827 A.2d 1040 (<HOLDING>); Lehmann v. Toys ‘R’ Us, Inc., 132 N.J. 587, Options: A. holding that it is impermissible to dismiss a teacher for openly criticizing the board of education on its allocation of school funds between athletics and education and its methods of informing taxpayers about the need for additional revenue B. holding that the board of education violated a school teachers first amendment rights by dismissing him because he had criticized the board in a letter to the local newspaper C. holding principal liable to third party for tort of agent despite lack of privity between principal and third party D. holding a board of education independently liable despite the intentional nature of the conduct of its employee a school principal E. holding that members of the board of trustees of an elementary school had standing to challenge the actions of the county board of education because they suffered an actual injury when the county board nullified their unanimous vote to reject a candidate for principal of the elementary school

assistant: The best answer is D. holding a board of education independently liable despite the intentional nature of the conduct of its employee a school principal
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: 7 .We also note that the burden on the government was not insignificant. Kennedy was seeking $18,000 merely to enable Arthur Anderson to assess how much money it then would need to conduct the audit that Kennedy requested. R.O.A. Supp.Vol. 14 (order of 5/4/93 at 5). 8 . In this regard, we distinguish the cases in which the denial of an expert psychiatrist was deemed a due process violation. Those cases recognized that when the defendant's mental state is an important issue and is seriously in question, and when obtaining an accurate assessment of that mental state is uniquely dependant on psychological expertise, an expert psychiatrist indeed becomes a basic and integral tool to presenting an adequate defense. See, e.g., Ake, 470 U.S. at 74, 80-83, 105 S.Ct. at 1091-92, 1094-96 (<HOLDING>); United States v. Sloan, 776 F.2d 926, 928-29 Options: A. holding that due process entitled indigent defendant to psychiatrist to present insanity defense and crossexamine state psychiatrists because of the tremendous reliance jurors place on psychiatric testimony where there is often no single accurate psychiatric conclusion on legal insanity B. recognizing a settled insanity defense where use of intoxicants were deemed to produce insanity either permanent or intermittent at the time of the offense C. holding that a defendants insanity due to voluntary intoxication is not a defense D. holding that due process entitled indigent defendant to psychiatrist to present defense of lack of capacity to form specific intent and to crossexamine governments psychiatrist on this point E. holding that insanity is a complete defense to the criminal charge

assistant: The best answer is A. holding that due process entitled indigent defendant to psychiatrist to present insanity defense and crossexamine state psychiatrists because of the tremendous reliance jurors place on psychiatric testimony where there is often no single accurate psychiatric conclusion on legal insanity