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: Assuming that the consents referred to in clauses (a) and (b) of ‎Section 5.5 are obtained, the execution and delivery by such Commitment Party of this Agreement and each other Transaction Agreement to which such Commitment Party is a party, the compliance by such Commitment Party with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (a) will not conflict with, or result in breach, modification, termination or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time or both), or result in the acceleration of, or the creation of any Lien under, any Contract to which such Commitment Party is party or is bound or to which any of the property or assets or such Commitment Party are subject, (b) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of such Commitment Party and (c) will not result in any material violation of any Law or Order applicable to such Commitment Party or any of its properties, except in each of the cases described in clauses (a) or (c), for any conflict, breach, modification, violation, default, acceleration or Lien which would not reasonably be expected, individually or in the aggregate, to prohibit or materially and adversely impact such Commitment Party’s performance of its obligations under this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: 1217, 1220 (10th Cir.2000). Instead, Burns appears to concede his federal habe-as petition is untimely but argues application of the one-year limitations period to a person in his position raises serious constitutional questions. See Miller v. Marr, 141 F.3d 976, 978 (10th Cir.1998). After reviewing the record and considering the claims Burns is attempting to raise in his § 2254 petition, we reject his argument that applying the limitations period in this case renders the habeas remedy inadequate or ineffective. See Miller v. Marr, 141 F.3d 976, 978 (10th Cir.1998). Burns asserts he is illiterate and was denied counsel during a critical stage of the proceedings, resulting in his inability to ap peal his conviction. Cf. Triestman v. United States, 124 F.3d 361, 376-380 (2d Cir.1997) (<HOLDING>). The record contradicts these assertions. Options: A. holding habeas review was available to federal prisoner claiming actual innocence who was barred from bringing a successive 2255 motion because the denial of collateral review would raise sufficiently serious constitutional questions under the eighth amendment and the due process clause B. holding in a 2255 case that the failure to raise a bailey claim on direct review can be overcome by a showing of actual innocence C. recognizing that after iirira habeas review remains available to raise substantial constitutional questions D. holding that a prisoner cannot use the savings clause of 28 usc 2241 to escape the restrictions on successive 2255 motions and the failure to raise an available claim earlier E. holding that petitioner was barred from bringing apprendi claim on second or successive motion to vacate because supreme court had not made apprendi retroactive to cases on collateral review

assistant: The best answer is A. holding habeas review was available to federal prisoner claiming actual innocence who was barred from bringing a successive 2255 motion because the denial of collateral review would raise sufficiently serious constitutional questions under the eighth amendment and the due process clause
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: answer the question whether the resignation which was given was coerced.’’). 26 . See, e.g., Scharf, 710 F.2d at 1575-76 (ordering agency to cancel protected civil service employee's involuntary retirement and reinstate him to his former position with back pay). The federal Back Pay Act, which applies to the District of Columbia government, provides that an employee who has suffered wage loss as the result of "an unjustified or unwarranted personnel action” is entitled to full restitution. 5 U.S.C. § 5596(b)(1) (2007); see Mitchell v. District of Columbia, 736 A.2d 228, 230-32 (D.C.1999). 27 . See footnote 18, supra. MPD has advised the court that the position of inspector is an at-will position like that of commander. 28 . District of Columbia v. Califano, 647 A.2d 761, 765 (D.C.1994) (<HOLDING>). See Miller v. Avirom, 127 U.S.App. D.C. 367, Options: A. holding appellant waived argument by failing to assert it at suppression hearing B. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court C. holding that the defendant waived argument on appeal by failing to develop a cogent argument D. holding that district of columbia waived its argument that appellees were not entitled to an income tax credit by failing to assert the argument in the trial court E. holding that the appellees argument was waived because they had expressly abandoned the argument before the administrative agency

assistant: The best answer is D. holding that district of columbia waived its argument that appellees were not entitled to an income tax credit by failing to assert the argument in the trial court
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 RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAW, RULE, PROVISION OR PRINCIPLE OF CONFLICTS OF LAWS THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.

assistant: Applicable 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: To the extent that insurance is carried by a third-party operator on behalf of any Loan Party, upon reasonable request by Administrative Agent, such Loan Party shall use its reasonable efforts to obtain and provide the Administrative Agent with copies of certificates of insurance showing such Loan Party as a named insured. Each such Loan Party hereby assigns to the Administrative Agent for its benefit and the benefit of the other Secured Parties any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Collateral.

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 case excerpt and choose the best holding from the options. Case excerpt: event expressly or impliedly contained in the contract. Payroll Express Corp. v. Aetna Casualty and Surety Co., 659 F.2d 285, 291-92 (2d Cir. 1981). Thus, defendant in Warner-Lambert was obligated to pay royalties only so long as it continued to manufacture Listerine; the contract was not one in perpetuity since it defined the limits of defendant’s obligation. 178 F.Supp. at 661-63. See Timely Products, Inc. v. Costanzo, 465 F.Supp. 91, 96 (D.Conn.1979) (stating in dictum that when federal patent law did not provide otherwise, court would enforce contractual obligation to pay royalties as long as the product was manufactured); Laff v. John O. Butler Co., 64 Ill.App.3d 603, 21 Ill.Dec. 314, 381 N.E.2d 423, 433-34 (1978) cert. den. 444 U.S. 844, 100 S.Ct. 88, 62 L.Ed.2d 57 (1979) (<HOLDING>). In Lura v. Multaplex, 129 Cal.App.3d 410, 179 Options: A. holding that where the intent of the parties was to enter into a contract for the use of a trade secret in return for the payment of royalties the obligation to pay royalties would continue as long as the formula was used since the parties did not specify otherwise B. holding parties to an exculpatory clause where the parties intent is clear C. holding that when a contract is unambiguous the court will enforce the plain meaning of the contract as the intention of the parties D. holding courts should interpret the contract using the references of the particular customs and usages of the trade of the parties to the contract E. holding that parties can stipulate that they were both parties to a contract and thus the real parties in interest even when one party did not sign the contract

assistant: The best answer is A. holding that where the intent of the parties was to enter into a contract for the use of a trade secret in return for the payment of royalties the obligation to pay royalties would continue as long as the formula was used since the parties did not specify otherwise
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: tow-truck operators intended by Congress. On the other hand, some federal and state courts that have considered the towing industry, and in particular the preservation or storage of a vehicle after it has been towed, have held that state causes of action relating to storage and disposition of towed vehicles are not preempted by the Act. See, e.g., Rhode Island Public Towing Ass’n, Inc. v. State, (No. CV-96-454 ML, Feb. 28, 1997) (D.R.I.1997) (not published in F.Supp.) (concluding “that the regulation of storage rates is not sufficiently related to a price, route, or service of a tow truck” and therefore the state regulation of those rates was not preempted by § 14501(c) (emphasis added)); CPF Agency Corp. v. Sevel’s 24. Hour Towing Serv., 132 Cal.App.4th 1034, 34 Cal.Rptr.3d 120 (2005) (<HOLDING>). See also Ware v. Tow Pro Custom Towing & Options: A. holding that fehbas complete preemption provision closely resembles erisas express preemption provision and precedent interpreting the erisa provision thus provides authority for cases involving the fehba provision B. holding that the courts statute of limitations is jurisdictional in nature and is thus not subject to waiver or estoppel C. holding trial court abused its discretion by not extending the time for service where the statute of limitations had run and where service had been achieved at the time of the hearing on the motion to dismiss D. holding that duress toll to statute of limitations under state law had no application to federal rico statute of limitations E. holding that state statute imposing limitations on liensalepreparation fees had only a remote relationship to towing companys price route or service and thus did not come within the purview of the preemption provision of 14501c

assistant: The best answer is E. holding that state statute imposing limitations on liensalepreparation fees had only a remote relationship to towing companys price route or service and thus did not come within the purview of the preemption provision of 14501c
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 Notes represent the agreement of Mondelēz, the other Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, Mondelēz, the other Borrowers or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Notes other than the matters referred to in Sections 2.09(b) and 9.04(a), the Fee Letter and any other fee letters entered into among Mondelēz and the Joint Bookrunners, if any, and except for any confidentiality agreements entered into by Lenders in connection with this Agreement or the transactions contemplated hereby. The amendment and restatement of the Existing Credit Agreement effected hereby will not constitute a novation of the obligations of Mondelēz or the other Borrowers under the Existing Credit Agreement, which shall (except as paid or discharged in connection with the effectiveness hereof) continue as obligations of Mondelēz or the other Borrowers hereunder.

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 Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the PSUs. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Schedule A attached hereto (the “Automatic Sale Instructions”) as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to the Vesting Date, then the Participant agrees that if under applicable law the Participant will owe taxes at such Vesting Date on the portion of the Award then vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.

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: as McColman argues. Federal Rule of Civil Procedure 15(b)(2) provides: When an issue not raised by the pleadings is tried by the parties’ express or implied consent, it must be treated in all respects as if raised in the pleadings. A party may move — at any time, even after judgment — to amend the pleadings to conform them to the evidence and to raise an unpleaded issue. But failure to amend does not affect the result of the trial of that issue. By its plain terms, Rule 15(b)(2) only applies to claims that are tried, and this case was disposed of on summary judgment. Further, Doan did not consent to trying the handcuffing claim — he objected to the claim in both his motion for summary judgment and at oral argument on that motion. Cf. Siler v. Webber, 448 Fed.Appx. 50, 58 (6th Cir.2011) (<HOLDING>). The fact that Doan would not have been Options: A. holding that where parties did not respond to an issue in summary judgment motion parties relinquished any claim on the issue and conceded that summary judgment should be entered against them B. holding unpleaded claims or defenses that are tried by express or implied consent of parties are treated as if they had been raised by pleadings even in summary judgment proceedings C. holding an issue not raised in the pleadings is tried by implied consent where the issue is presented considered and ruled upon by the trial court without objection D. holding that an issue cannot be tried by the parties consent pursuant to rule 15b2 where one of the parties opposes trial by moving for summary judgment E. holding order nonfinal where parties agreed to reserva tion on issue ripe for adjudication and tried by parties

assistant: The best answer is D. holding that an issue cannot be tried by the parties consent pursuant to rule 15b2 where one of the parties opposes trial by moving for summary judgment
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: lewd and lascivious conduct contains neither of these elements. Indeed, lewd and lascivious conduct does not necessarily require physical contact between the perpetrator and victim, see, e.g., State v. Johnson, 158 Vt. 344, 348, 612 A.2d 1114, 1116 (1992) (upholding lewd and lascivious conduct conviction when defendant encouraged child to masturbate in the presence of others), though contact was a part of the charge in this case. Further, lewd and lascivious conduct includes the element of appealing to or gratifying one’s sexual desires. Though appealing to sexual desire may be often associated with sexual assault, such motive is not an element of that crime, and lewd and lascivious conduct may thus be distinguished on that basis. See State v. Norton, 332 S.E.2d 531, 532-33 (S.C. 1985) (<HOLDING>). But see Meador v. State, 711 P.2d 852, 855-56 Options: A. holding that the defendant could be convicted of sexual battery a lesser crime not included in the offense for which he was indicted where the defendant requested that sexual battery be submitted to the jury B. holding that voluntary intoxication is a defense to a charge of assault and battery with intent to gratify sexual desires C. holding that reindictment for committing a lewd act upon a child after acquittal for sexual battery on a minor did not place defendant in double jeopardy because lewdness did not require sexual battery and lewdness requires intent of appealing to sexual desires of himself or child D. holding the death sentence proportional for the sexual battery beating and strangulation of victim where there were three statutory aggravators hac pecuniary gain and sexual battery and both statutory mental mitigators E. holding defendants prior conviction for assault related to sexual abuse of a minor even though it did not require an act of sexual abuse because it required intent to commit sexual abuse and such a mens rea demonstrate the offense was one relating to sexual abuse

assistant: The best answer is C. holding that reindictment for committing a lewd act upon a child after acquittal for sexual battery on a minor did not place defendant in double jeopardy because lewdness did not require sexual battery and lewdness requires intent of appealing to sexual desires of himself or child
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 terms of this Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Participant and the beneficiaries, executors, heirs and successors of the Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court noted that "[disorderly conduct is not a serious offense,” Fils, 647 F.3d at 1288 (citing Vinyard, 311 F.3d at 1347), and that “resisting arrest without force does not connote a level of dangerousness that would justify a greater use of force,” id. 41 . The court noted that the bystander faced charges of resisting arrest without force, he "did not ignore any verbal instructions, nor did he attempt to free himself” from the officer after the officer tazed him. Fils, 647 F.3d at 1289. 42 . Reese faced charges of “misdemeanor obstruction!, . •.] a crime of 'minor severity’ for which less force is generally appropriate.” Reese, 527 F.3d at 1274 (citing Vinyard, 311 F.3d at 1348-49). 43 . See e.g., Morse v. Frederick, 551 U.S. 393, 410, 127 S.Ct. 2618, 168 L.Ed.2d 290 (2007) (<HOLDING>); Vernonia Sch. Dist. 47J, 515 U.S. at 655-56, Options: A. holding that the first amendment does not guarantee a students right to display a message that could reasonably be interpreted as promoting drug use at a school event B. holding that the first amendment does not provide a right to use the ballot itself to send a particularized message C. holding that school officials may not limit the first amendment rights of students and teachers to freedom of speech and expression D. recognizing the right of students to challenge on first amendment grounds actions of school officials which circumscribe the range of ideas to which students are exposed E. holding that school district policy requiring that students obtain the review and approval of school officials prior to distributing any written material violated free speech rights of students

assistant: The best answer is A. holding that the first amendment does not guarantee a students right to display a message that could reasonably be interpreted as promoting drug use at a school event
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 terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place at the offices of American Midstream Partners, LP, 2103 CityWest Boulevard, Building #4, Suite 800, Houston, Texas 77042, or such other location as mutually agreed by the parties, on the date hereof, or such other date as mutually agreed by the parties (the date of such closing, the “ Closing Date ”).

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any failure by oculus to insist upon or enforce performance by you of any of the provisions of these terms or to exercise any rights or remedies under these terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision , right or remedy in that or any other instance ; rather , the provision , right or remedy will be and remain in full force and effect .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such party or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such party is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such party.

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 case excerpt and choose the best holding from the options. Case excerpt: to sue under the statute. Pres. Coal. of Erie County v. Fed. Transit Admin., 129 F.Supp.2d 551, 561 (W.D.N.Y.2000). The plaintiff, however, is dedicated to providing education to at-risk youth and seeks only to preserve its opportunity to obtain the Fort Ritchie property under the DBCRA. See generally Am. Compl. The NHPA does not protect the right to acquire property, and this relief consequently is not within the zone of interest protected by the statute. Ass’n of Data Processing Serv. Org. v. Camp, 397 U.S. 150, 153, 90 S.Ct. 827, 25 L.Ed.2d 184 (1970) (stating that the interest sought to be protected by the complaint has to be within the zone of interest to be protected or regulated by the statute in question); Rosebud Sioux Tribe v. McDivitt, 286 F.3d 1031, 1039 (8th Cir.2002) (<HOLDING>); Pye, 269 F.3d at 467-468 (stating that the Options: A. holding that a plaintiff whose only complaint was that agency action would cause economic harm asserted an interest outside nepas zone of interests B. holding that the plaintiff did not have standing because it was not able to demonstrate how its economic interests fell within the zone of interests protected by the nhpa C. holding the defendant does not possess statutory standing to attack the subpoena because he has not demonstrated that he was within the zone of interests intended to be protected by 876a D. holding that as title vi is a remedial statute the zone of interests to be protected must be construed broadly E. holding that the plaintiff had prudential standing because her interests in avoiding harassment via the telephone line installed in her home are not so marginally related to or inconsistent with the purposes implicit in the statute that they fail to fall within the tcpas zone of interests

assistant: The best answer is B. holding that the plaintiff did not have standing because it was not able to demonstrate how its economic interests fell within the zone of interests protected by the nhpa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the motion was made primarily to withhold evidence from the anticipated grand jury hearings and, therefore, not made ‘solely for the return of property.’ ” Uresti, 724 F.2d at 1159. The trial court found and we agree that Appellants’ motion is primarily intended to withhold evidence from the Oklahoma grand jury. Not only did Appellants indicate to the trial court that they were seeking suppression, but also they failed to demonstrate a business need for return of the property as Appellees provided Appellants with copies of all of the seized items. Finally, the fact that Appellants are simultaneously seeking a suppression remedy under Franks strongly suggests that this motion is not intended solely or primarily for the mere return of property. See Franks, 438 U.S. at 156, 98 S.Ct. 2674 (<HOLDING>). This is a suppression case. We agree with the Options: A. holding that the fourth amendment remedy sought is suppression B. holding that the appropriate remedy for a public trial violation was a new suppression hearing not a new trial because the remedy should be appropriate to the violation C. holding suppression is not a remedy for violation of vienna convention under federal law D. holding that suppression is not an appropriate remedy for officers failure to serve a warrant to the defendant before during or immediately after the search E. holding that because suppression of illegally obtained evidence is a form of injunctive relief suppression of defendants bank records obtained in violation of rsa chapter 359c is an appropriate remedy

assistant: The best answer is A. holding that the fourth amendment remedy sought is suppression
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: court to tie up a st arred suit where tax purchaser sought to undo tax sale because purchaser was, in effect, seeking a refund of taxes). To the contrary, it appears that Mr. Johnson would be quite content to allow the County to keep the taxes he paid on the property (or more precisely, that Z Financial paid, but that Mr. Johnson presumably reimbursed to Z Financial when he bought the certificate of purchase) and to put the property back on the tax rolls, provided that the County issue him a tax deed. It is the defendants, not Mr. Johnson, who argue that the County is not entitled to the revenue because the property is tax exempt. If Mr. Johnson were to receive his requested relief, the Illinois coffers would be increased, not decreased. See Hibbs, 542 U.S. at 94, 124 S.Ct. 2276 (<HOLDING>); Dunn v. Carey, 808 F.2d 555, 558 (7th Options: A. holding tia inapplicable to suit challenging the constitutionality of state tax credits where the relief sought would increase not decrease states revenue B. holding that the essential purpose of use tax is the recoupment of lost sales tax revenue C. holding that the tia barred suit alleging loss of and delay in receiving tax refunds because relief sought would operate to reduce the flow of tax revenue to the state D. holding younger abstention inapplicable where the suit is in no way designed to annul the results of a state trial and the relief sought is wholly prospective E. holding that six employees bringing suit under title vii were not in privity with the united states which had brought a previous suit against the same employer because the employees sought a type of relief which the united states had not sought

assistant: The best answer is A. holding tia inapplicable to suit challenging the constitutionality of state tax credits where the relief sought would increase not decrease states revenue
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 Plan contain the entire agreement and understanding among the parties as to the subject matter hereof, and supersede any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof.

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 Restricted Stock Award Agreement (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the Grantee. No contract or right of continued service shall be implied by this Agreement, nor shall this Agreement lessen or affect the Company’s rights to terminate the services of the Grantee. The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated restricted shares of Common Stock covered by this Award.

assistant: Miscellaneous
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: violation of any of the rules of conduct set forth above may result in actions being taken by blizzard entertainment , effective immediately or at a time determined by blizzard entertainment , which may include without limitation : temporarily suspending your access to world of warcraft , permanently terminating your access to world of warcraft ( see article xv , section 2 below ) , modify a character or an account , including without limitation , reducing or removing experience points , skills , levels , in-game currency or items ; or temporarily or permanently suspend , or terminate , your access to an account that you use to access the service .

assistant: Content removal, 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: Read the case excerpt and choose the best holding from the options. Case excerpt: venerable requirement that a cross-appellant file a notice of cross-appeal. See Smeaton v. Smeaton, 6 as (presumably) a purveyor of ideas: The record shows it was a book purchaser; not a book publisher. Part of the constitutional difficulty with section 212.06(9) is the uncertainty it creates about just which ideas a book must express, in order for its purchase to escape the tax. See generally State v. Ashcraft, 378 So.2d 284, 285 (Fla.1979) (noting that “overbreadth of a law may have a chilling effect on the exercise of first amendment freedoms”). Given the pall this uncertainty casts, pursuing tax refunds book by book in individual cases would not afford an adequate remedy for the constitutional harm. See Metro. Dade County v. Dep’t of Commerce, 365 So.2d 432, 433 (Fla. 3d DCA 1978) (<HOLDING>); State ex rel. Dep’t of Gen. Servs. v. Willis, Options: A. holding declaratory relief available in circuit court against an administrative agency where a partys constitutional rights are endangered B. holding that the judicial immunity available to federal officers extends to section 1983 actions for declaratory and injunctive relief C. holding that exhaustion is required even where the relief sought is not available in the administrative process D. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action E. holding that neither injunctive nor declaratory relief is available to private litigants under the fdcpa

assistant: The best answer is A. holding declaratory relief available in circuit court against an administrative agency where a partys constitutional rights are endangered
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Cutoff Date, the 2016-3 Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and to the best of the Seller’s and Servicer’s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under its terms has arisen; and GM Financial has not waived, and shall not waive, any of the foregoing.

assistant: No Defaults
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: Capitalized terms and phrases used in this Agreement shall have the meaning set forth below. Capitalized terms used herein and not defined in this Agreement, shall have the meaning set forth in the Plan. Notwithstanding the foregoing, the definitions of “ Cause ”, and “ Disability ” and “ Good Reason ” shall have the meanings set forth in the Employment Agreement (as defined below).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court orally opined that the Avoidance Order was not “artfully drawn.” The court subsequently reviewed the Avoidance Order in concert with an audio recording of the 2013 Hearing and is convinced that the Avoidance Order does not accurately reflect the court’s ruling. 16. Pursuant to 11 U.S.C. § 105(a) in conjunction with Rule 60(b) of the Federal Rules of Civil Procedure, made applicable by Rule 9024 of the Federal Rules of Bankruptcy Procedure, “bankruptcy courts, as courts of equity, have the power to reconsider, modify or vacate their previous orders so long as no intervening rights have become vested in reliance on the orders.” Meyer v. Lenox (In re Lenox), 902 F.2d 737, 739-40 (9th Cir.1990); accord In re Renaissance Stone Works, L.L.C., 373 B.R. 817, 822 (E.D.Mich.2007) (<HOLDING>); Marchand v. Waters (In re Waters), 2007 WL Options: A. holding a bankruptcy court is empowered to reopen a bankruptcy case on its own motion under 11 usc 105a B. recognizing bankruptcy courts have the jurisdiction and power under case law and 11 usc 105a to issue injunctions as may be necessary or appropriate to effectuate or prevent the frustration of orders that they have previously issued C. holding that bankruptcy courts have independent authority pursuant to 11 usc 105 and rule 9024 of the federal rules of bankruptcy procedure to reconsider sua sponte their own orders at any time D. holding that the old inherent power to reconsider bankruptcy orders has been merged into rule 60b E. holding that bankruptcy courts have inherent power and authority under 11 usc 105a to sua sponte reconsider modify or vacate orders previously entered

assistant: The best answer is E. holding that bankruptcy courts have inherent power and authority under 11 usc 105a to sua sponte reconsider modify or vacate orders previously entered
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 waiver of any right or obligation under this Agreement shall be effective only if set forth in a writing duly executed by the Member against whom the waiver is to be enforced. No consent or waiver, express or implied, by any Member of any breach or default by any other Member in the performance by the other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member (or any other Member) of the same or any other obligation hereunder. Failure on the part of any Member to complain of any act or to declare any other Member in default, irrespective of how long such failure continues, shall not constitute a waiver of rights hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Co. v. Zimmer, 257 S.W.3d 504, 509 (TexApp.-Tyler 2008, pet. denied) (citing Milkovich v. Lorain Journal Co., 497 U.S. 1, 19, 110 S.Ct. 2695, 2706, 111 L.Ed.2d 1 (1990); Bentley v. Bunton, 94 S.W.3d 561, 580 (Tex.2002)). If a statement “cannot reasonably be interpreted as stating actual facts about an individual,” it is not actionable. Milkovich, 497 U.S. at 20, 110 S.Ct. at 2706. B. Immunity In his motion for rehearing, Jesus adopts the argument from the dissent that he is immune from liability based on section 261.106 of the Texas Family Code. See Tex. Fam.Code Ann. § 261.106 (Vernon 2008). As pointed out by the dissent, section 261.106 provides: (a) A person acting in good faith who reports or assists in the investigation of a report of all ., 283 S.W.3d 838, 842 (Tex.2009) (<HOLDING>). Even assuming without deciding that Miranda Options: A. holding immunity from liability is not jurisdictional B. holding bjecause immunity from liability constitutes an affirmative defense not a jurisdictional bar only immunity from suit is properly before us today C. recognizing that under texas law governmental immunity embraces two principles immunity from liability and immunity from suit D. holding that qualified immunity is not merely immunity from damages but also immunity from suit E. holding governmental immunity is no defense to contractual liability

assistant: The best answer is A. holding immunity from liability is not jurisdictional
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Fourth Amendment Effective Date, each of the Lenders party hereto (representing all Lenders) waives the Event of Default that has occurred or will occur under Sections 7.1(a) and 7.1(c) of the Credit Agreement as a result of Holding’s entry into that certain Revenue Purchase Agreement, dated as of February 1, 2019, among Holdings, Jus-Com, Benchmark FTE Holdings, LLC, and Focus Venture Partners Inc., as the merchant thereunder , and Cedar Advance LLC.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and all of the other Facility Documents executed and delivered by Seller Parties and Guarantor in connection herewith are legal, valid and binding obligations of such Seller Parties and Guarantor and are enforceable against such Seller Parties and Guarantor in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity.

assistant: Enforceability
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: 386 U.S. 17 87 S.Ct. 848 17 L.Ed.2d 698 Louis KAYEv.CO-ORDINATING COMMITTEE ON DISCIPLINE OF THE ASSOCIATION OF THE BAR OF THE CITY OF NEW YORK. No. 300. Supreme Court of the United States February 13, 1967 Morton Liftin, for petitioner. Angelo T. Cometa, for respondent. On Petition for Writ of Certiorari to the Appellate Division of the Supreme Court of New York, First Judicial Department. PER CURIAM. 1 The petition for a writ of certiorari is granted. The judgment is vacated and the case is remanded to the Appellate Division of the Supreme Court of New York, First Judicial Department, for reconsideration in light of Spevack v. Klein, 385 U.S. 511, 87 S.Ct. 625. 2 Mr. Justice CLARK, Mr. Justice HARLAN, and Mr. Justice STEWART would affirm the judgment below for the reasons stated in the dissenting opinions of Mr. Justice Harlan in Spevack v. Klein, 385 U.S., at 520, 87 S.Ct., at 631, and Garrity v. State of New Jersey, 385 U.S. 493, 500, 87 S.Ct. 616, 636. 3 Mr. Justice WHITE dissents for the reasons stated in his dissenting opinion in Garrity v. State of New Jersey, and Spevack v. Klein, 385 U.S., at 530, 87 S.Ct., at 636.

assistant: 1
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 instrument constitutes and contains the entire Agreement and final understanding between the parties covering the services provided by Contractor. It is intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes all prior negotiations and agreements, proposed or otherwise, whether written or oral, between the parties concerning the services provided by Contractor. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This is a fully integrated document. This Agreement may be modified only with a written instrument duly executed by each of the parties. No person has any authority to make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Fensterer, 474 U.S. 15, 106 S.Ct. 292, 296, 88 L.Ed.2d 15 (1985) (noting the possibility that “the introduction of expert testimony with no basis could ... be so lacking in reliability, and so prejudicial, as to deny a defendant a fair trial”); United States v. Williams, 447 F.2d 1285, 1290 (5th Cir.1971) (en banc) (stating that introduction of expert opinion without opportunity to cross-examine author as to bases of opinion would infringe confrontation clause rights of defendant), cert. denied, 405 U.S. 954, 92 S.Ct. 1168, 31 L.Ed.2d 231 (1972); 3 Weinstein’s Evidence Tf 703[04]. Rational use of expert evidence in the courtroom, however, demands that defense testimory be equally open to scrutiny by the government. Cf. District of Columbia v. Cooper, 483 A.2d 317, 322-23 (D.C.1984) (<HOLDING>). We also agree that the trial court must have Options: A. holding that evidence not submitted to the district court cannot be part of the record on appeal B. holding that civil defendant had the right to crossexamine plaintiffs expert psychological witness about plaintiffs juvenile record in part because examination of this record formed part of the basis for experts testimony C. holding that the trial court did not err in admitting juvenile records where counsel stated in his opening statement that the witness had no record when in actuality the witness had nine juvenile adjudications for burglary D. holding that accused has right to crossexamine witness on issue of a witness potential bias that stemmed from the fact that the witness had instituted a civil action for damages against the defendant arising from the crime charged E. holding appeal of termination is limited to information that is part of the record

assistant: The best answer is B. holding that civil defendant had the right to crossexamine plaintiffs expert psychological witness about plaintiffs juvenile record in part because examination of this record formed part of the basis for experts testimony
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 Holder agrees that the obligations imposed on the Holder in this Agreement will apply during Holder’s employment with PTC and will survive the termination of Holder’s employment. The Holder further agrees that any change in Holder’s position, title or responsibilities while employed by PTC will not invalidate or otherwise affect the validity or enforceability of this Agreement. The Holder agrees that the restrictions imposed in Section 15 are necessary to protect PTC’s trade secrets, Proprietary Information, know-how, business and goodwill. The Holder agrees that the non-competition agreement in Section 15 is reasonable in duration, geographical area and scope. The Holder acknowledges that the provisions of Section 15 are a material term of Holder’s employment relationship and that PTC would not have employed the Holder or issued this RSU award absent this agreement. The obligations in Sections 13, 14 and 15 of these Terms and Conditions will apply whether Holder’s actions are taken individually or as a principal, agent, officer, director, employee, consultant, partner, member or shareholder (other than as the passive holder of less than 5% of the shares of a publicly traded company) of any firm, corporation or other entity or group or otherwise, alone or in association with any other individual, firm, corporation or other entity or group.

assistant: Miscellaneous