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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 419, 434-38, 115 S.Ct. 1555, 131 L.Ed.2d 490 (1995); Manning, 56 F.3d at 1198 (“Evidence is material for Brady purposes only if there is a reasonable probability that, had it been disclosed to the defense, the result of the proceeding would have been different.”). In United States v. Flores, 540 F.2d 432 (9th Cir.1976), we held that a request “to disclose the names and numbers of the prior cases in which the informant [ ] had testified on behalf of the government” was not material based only on “a hunch” that the informant may have tampered with evidence in other cases. Id. at 437-38. Similarly, Abonce-Barrera has offered nothing to support his proposed fishing expedition beyond stating that it might have been useful. See also United States v. Cutler, 806 F.2d 933, 935 (9th Cir.1986) (<HOLDING>). Abonce-Barrera’s insistence that he should Options: A. holding that informants identity should not be revealed where informant witnessed unrelated crime and reported it to the police who then only used the information to create probable cause for a search warrant B. holding that additional detailed information about a previous unrelated investigation involving an informant could be withheld after balancing the governments interest in insuring the informants safety C. holding that a known informants statement can support probable cause even though the affidavit fails to provide any additional basis for the known informants credibility D. holding that an informants identity does not need to be disclosed unless the defendant demonstrates a reasonable possibility that the anonymous informant could give evidence on the issue of guilt or innocence which might result in the defendants exoneration E. holding that information from confidential informant was reliable and credible where affidavit referred to previous instances in which informant provided correct information to police affiants own investigation and controlled buy of contraband confirmed information and second informant supplied same information to police

assistant: The best answer is B. holding that additional detailed information about a previous unrelated investigation involving an informant could be withheld after balancing the governments interest in insuring the informants safety
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Comply with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Loan Party’s business, in each case the non-compliance with which would reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required to be given or delivered to the Company shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Grantee shall be in writing and addressed to Grantee at the address indicated above or to such other address as Grantee may designate in writing from time to time to the Company. All notices shall be deemed effectively given upon personal delivery, (i) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested), (ii) one (1) business day after its deposit with any return receipt express courier (prepaid), or (iii) one (1) business day after transmission by facsimile or email.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a). In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Separation Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (1985) (Blackmun, J., concurring); see Edmond, 531 U.S. at 54, 121 S.Ct. 447 (Rehnquist, C.J., dissenting) (“The ‘special need’ doctrine ... is an exception to the general rule that a search must be based on individualized suspicion of wrongdoing.”). The “special needs” exception is often invoked as a corollary to the administrative search exception either to validate a general suspicionless and warrantless search or in specific situations where a search is required but obtaining a warrant would be impracticable. See Vernonia Sch. Dist. v. Acton, 515 U.S. 646, 663-65, 115 S.Ct. 2386, 132 L.Ed.2d 564 (1995) (upholding suspicionless and warrantless drug testing because it provides an administrative process with a minimal amount of discretion); Schmerber, 384 U.S. at 770-71, 86 S.Ct. 1826 (<HOLDING>). For example, the Supreme Court, in New Jersey Options: A. holding that a defendants right to an independent blood alcohol test means the right to a test that is not subject to government manipulation B. holding that the dissipation of alcohol from a persons blood stream constitutes a sufficient exigency to justify a warrantless blood draw C. holding that the fourth amendment is implicated by the withdrawal of blood to test its alcohol content D. holding blood testing for alcohol content a search E. holding a warrantless blood test reasonable due to bloods rapid loss of its alcohol content

assistant: The best answer is E. holding a warrantless blood test reasonable due to bloods rapid loss of its alcohol content
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. Glenbrook Patiohome Owners Ass’n, 933 S.W.2d 570, 577 (Tex.App.1996). According to the Texas Supreme Court, “[i]t is ... a well-recognized principle of law that one’s homestead right in property can never rise any higher than the right, title, or interest that he owns in the property attempted to be impressed with a homestead right.” Olivarez, 29 F.3d at 205 (quoting Sayers v. Pyland, 139 Tex. 57, 161 S.W.2d 769, 773 (1942)). Perry’s interest in the property, immediately following the 1985 transfer, became one of a tenant-at-will. See Olivarez, 29 F.3d at 205 (noting that couple who occupied property without title, but with permission of the title holder, became tenants at will)(citing DeGrassi v. DeGrassi, 533 S.W.2d 81, 87 (Tex.Civ.App.1976)). Accord Shepler, 563 S.W.2d at 385-86 (<HOLDING>). Perry may thus claim a limited homestead Options: A. holding that the junior mortgagee had no right title or interest in the real estate after the sale was confirmed in the purchaser who became title owner B. holding that property transferred by a spouse to avoid support obligation may be considered on the issue of property distribution as well as alimony C. holding that the legal title holders to real property held it in constructive trust for the equitable title holder who was entitled to the real property based on an earlier contract D. holding that where a bankrupt wife transferred a certain lot to her husband the husband being already the equitable owner of the transferred property it cannot be said that the lot was transferred to him without consideration E. holding that claimants who transferred title to a corporation but continued to reside on the property became tenants at will

assistant: The best answer is E. holding that claimants who transferred title to a corporation but continued to reside on the property became tenants at will
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 shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Third Restated Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or a backup standby Letter of Credit reasonably satisfactory to the Administrative Agent and the Issuing Bank has been delivered to the Administrative Agent as required by the Third Restated Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations are outstanding.

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

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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is whether substantial evidence supports the jury’s finding. The jury found that “LabCorp breached the license agreement by terminating it” for the Abbott test. LabCorp contends that it did not formally terminate the contract, because the contract requires that the licensee provide written notice. The record contains no evidence of a written termination. The record does show, however, that LabCorp stopped paying royalties on the total homocysteine tests. Refusal to pay royalties is a material breach of the license. See Dow Chem. Co. v. United States, 226 F.3d 1334, 1346 (Fed.Cir.2000). A material breach, in turn, constitutes termination even where the license agreement termination clause does not expressly so provide. See Apex Pool Equip. Corp. v. Lee, 419 F.2d 556, 562 (2d Cir.1969) (<HOLDING>); see also Ross-Simons of Warwick, Inc. v. Options: A. holding that the failure to act in good faith does not amount to an independent tort the breach of the implied duty under the ucc gives rise only to a cause of action for breach of contract B. holding that repudiation alone gives rise to a claim for damages for total breach C. holding that licensees use of photograph after license expired infringed licensors copyright D. holding that after jury findings of dual breach unchallenged finding that defendants breach was not excused based on prior material breach of plaintiff constituted implicit finding that there was no material breach by plaintiff E. holding that a licensees material breach implicitly gives rise to a licensors right to terminate

assistant: The best answer is E. holding that a licensees material breach implicitly gives rise to a licensors right to terminate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: WITHOUT LIMITING THE ABOVE, EXCEPT WITH RESPECT TO ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED IN THIS AGREEMENT OR IN THE DEED OR OTHER DOCUMENT DELIVERED BY SELLER AT CLOSING, FROM AND AFTER CLOSING, PURCHASER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, SELLER, SELLER’S AFFILIATES, PARTNERS, TRUSTEES, BENEFICIARIES, SHAREHOLDERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, AND EMPLOYEES OF EACH OF THEM, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “ SELLER RELATED PARTIES ”), FROM ANY AND ALL DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS’ FEES AND DISBURSEMENTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH (I) THE PHYSICAL CONDITION QUALITY, AND STATE OF REPAIR OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, ANY AND ALL SEISMIC ELEMENTS, SOILS CONDITIONS, HAZARDOUS WASTE, THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY, (II) CONSTRUCTION OF THE IMPROVEMENTS, AND ANY LATENT OR PATENT DEFECT AFFECTING THE PROPERTY, OR (III) ANY LAW OR REGULATION APPLICABLE TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY LAWS AND ANY OTHER FEDERAL, STATE OR LOCAL LAW.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower shall, and shall cause each of its Subsidiaries to, permit the Banks, through the Administrative Agent or any of the Banks’ other designated representatives, to visit and inspect any of the properties of such Borrower or any of its Subsidiaries, to examine the books of account of such Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances, and accounts of such Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers, all at such reasonable times and intervals as the Administrative Agent or any Bank may request. The costs incurred by the Administrative Agent and the Banks in connection with any such inspection shall be borne by the Banks making or requesting the inspection (or, if the Administrative Agent makes an inspection on its own initiative after notice to the Banks, by the Banks jointly, on a pro rata basis according to their Outstanding Loans or, if no Loans are Outstanding, their respective Commitments), except as otherwise provided by Section 15(e). Any data and information that is obtained by the Administrative Agent or any Bank pursuant to this Section 6.7.1 shall be held subject to Section 20.

assistant: General
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: Upon Participant’s Termination for any reason, all Unvested Shares shall immediately be forfeited to the Company, and all rights of Participant to such Unvested Shares shall immediately terminate as of Participant’s Termination Date. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: writing for substitution of that judge on the ground that such judge is so prejudiced against him that he cannot receive a fair trial. Upon the filing of such a motion the court shall proceed no further in the cause but shall transfer it to another judge not named in the motion. The defendant may name only one judge as prejudiced, pursuant to this subsection; provided, however, that in a case in which the offense charged is a Class X felony or may be punished by death or life imprisonment, the defendant may name two judges as prejudiced.” 725 ILCS 5/114— 5(a) (West 1992). Our research has not found a case which explicitly states that once a motion for substitution of judges for cause is properly brought, the trial judge loses all power and authority over the cause except to make the (<HOLDING>). Even though Judge Hogan did not have the Options: A. holding motion for substitution of judge properly denied where movant failed to attach affidavit B. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendants motion was not made in good faith C. holding that where appellant moved to recuse trial judge from deciding the motion for new trial the judge of the administrative district was required to designate a judge to hear the recusal motion D. holding that it was not error for successor trial judge to direct a judgment for defendant based on the statute of limitations where initial judge had denied a motion for summary judgment on the same issue E. holding that a district court judge to whom a case had been reassigned could grant the defendants motion for summary judgment after the previous judge had denied the motion

assistant: The best answer is B. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendants motion was not made in good faith
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 laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Tear Indemnified Party or PRN Indemnified Party, as applicable, of, records and information that are reasonably relevant to such Third Party Claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

assistant: Cooperation
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: False Claims Act. Disagreeing, Wood argues that Congress’s decision to create the Institute as a “nonprofit corporation incorporated under the laws of the District of Columbia, or ... comparable successor nongovernmental entity,” 22 U.S.C. § 3305(a)(1) — (2), demonstrates that the Institute is not a governmental entity enjoying sovereign immunity, but rather a private corporation providing services to the government. Wood likens the Institute to Radio Free Europe/Radio Liberty, the American National Red Cross, and Amtrak, three corporations created by the federal government and chartered under state or District of Columbia law that courts have held (or observed in dicta) are not part of the government for some purposes. See Ralis v. RFE/RL, Inc., 770 F.2d 1121, 1124-25 (D.C.Cir.1985) (<HOLDING>); Marcella v. Brandywine Hosp., 47 F.3d 618, Options: A. holding age discrimination claim barred B. holding that claims arising under the age discrimination in employment act may be subject to arbitration C. holding that radio free europeradio liberty is not a government controlled corporation within the meaning of the age discrimination employment act D. recognizing equitable nature of back pay award under age discrimination in employment act E. holding that the age discrimination in employment act was not preempted by the nlra

assistant: The best answer is C. holding that radio free europeradio liberty is not a government controlled corporation within the meaning of the age discrimination employment act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: When requested by the Company, during or after employment, Executive will, at Company’s sole expense, use commercially reasonable efforts to support and cooperate with the Company in pursuing any patent, copyright, or trade secret protection in the United States and foreign countries for any Company Invention or work for hire. Executive will sign such assignments or other documents considered necessary by the Company to convey ownership and exclusive rights, including patent rights, to the Company. The costs of obtaining and defending patent and copyright rights shall be paid by the Company, and the Company shall pay reasonable compensation to Executive for his services under this Section 7(a)(iv) if Executive is not then employed by the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that Executive’s employment with the Company is subject to the terms and conditions set forth herein. The initial term of this Agreement shall begin on January 18, 2016 (the “ Effective Date ”) and end one (1) year thereafter (the “ Initial Term ”), subject to renewal for additional one-year periods (each a “ Renewal Term ”), provided that any such renewal must be approved by at least two (2) members of the Board of Directors of the Company (the “ Board ”) and agreed to in writing by the Parties no later than the last day of the Initial Term or expiring Renewal Term, as applicable.

assistant: Employment
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: F.2d 711 (5th cir.1985) ], its intended purpose should be upheld so long as it otherwise offends no substantive rights. See In re Adams [734 F.2d 1094 (5th cir.1984) ]. We see no such result here. On the contrary, if bankruptcy court jurisdiction is not permitted over a class action of debtors, Rule 7023 is virtually read out of the rules. Id. at 754 (internal footnotes omitted). ... There is also disagreement about whether the bankruptcy court may exercise jurisdiction over a nationwide class of debtors or is limited to exercising jurisdiction over debtors whose petitions are filed within the same judicial district. Compare, e.g., In re Noletto, 244 B.R. 845, 849 (Bankr.S.D.Ala.2000) (permitting nationwide class) with Barrett v. Avco Fin. Servs. Mgmt. Co., 292 B.R. 1, 8 (D.Mass.2003) (<HOLDING>). The class at issue in this case was limited Options: A. holding that entry of settlement decree without notice to putative class members violated the due process rights of the class members B. holding court lacks jurisdiction over putative class members whose bankruptcies were discharged outside of judicial district C. holding that it is not necessary that all putative class members share identical claims D. holding that putative class members are not parties to an action prior to class certification E. holding court of appeals lacks jurisdiction over the governments prosecutorial discretion decisions

assistant: The best answer is B. holding court lacks jurisdiction over putative class members whose bankruptcies were discharged outside of judicial district
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All corporate action on the part of the Shareholder, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement has been taken. When executed and delivered by the Shareholder, this Agreement shall constitute the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles. The Shareholder has all requisite corporate power to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 611, 626-27, 103 S.Ct. 2591, 77 L.Ed.2d 46 (1983). It is also settled that privately-owned foreign corporations are protected by the due process clause. See Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). Nonetheless, the reasoning of Price, which this Court finds sound, counsels against affording the Mexican banks in this case the status of “persons” within the scope of that term as used in the Due Process Clause. First, focusing on the reasoning that foreign sovereigns are the analogues of state sovereigns, the Court notes that state agencies and instru-mentalities are not treated as distinct entities under the Constitution. See Pennhurst State School & Hosp. v. Halderman, 465 U.S. 89, 100, 104 S.Ct. 900, 79 L.Ed.2d 67 (1984) (<HOLDING>); State Highway Com. v. Utah Const. Co., 278 Options: A. recognizing that state agencies which are independent of the state are citizens of the state B. holding the eleventh amendment bars suits in federal court against the state of kansas or one of its agencies C. recognizing that claims against a state under 1981 are barred by the eleventh amendment D. recognizing the eleventh amendment does not bar the united states from suing a state E. holding that state agencies are treated as states under the eleventh amendment

assistant: The best answer is E. holding that state agencies are treated as states under the eleventh amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee is authorized to designate any of the Awards that may be granted under Section 6 of the Plan as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions applicable to a Performance Award, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 8(b) hereof in the case of a Section 162(m) Award. Performance conditions may differ for Performance Awards granted to any one Participant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years.

assistant: General
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 provide any information that is untrue , inaccurate , not current or incomplete , or yahoo has reasonable grounds to suspect that such information is untrue , inaccurate , not current or incomplete , yahoo has the right to suspend or terminate your account and refuse any and all current or future use of the yahoo services ( or any portion thereof ) .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: vivino , and its directors , employees , agents , representatives , suppliers , partners and content providers do not warrant that : ( a ) the service will be secure or available at any particular time or location ; ( b ) any defects or errors will be corrected ; ( c ) any content or software available at or through the service is free of viruses or other harmful components ; or ( d ) the results of using the service will meet your requirements .

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: Air Products or another member of the Air Products Group shall amend the Air Products Defined Benefit Retirement Plans to provide that Versum Employees shall be vested in their accrued benefits under the Air Products Defined Benefit Retirement Plans as of the Employee Transfer Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Change in Control Agreement, the Non-Competition Agreement and the Confidentiality Agreement set forth the entire agreement between Employer and Employee regarding the terms of Employee’s employment and supersede all prior agreements between Employer and Employee covering the terms of Employee’s employment, including without limitation, the Prior Agreement. This Agreement may not be amended or modified except in a written instrument signed by Employer and Employee identifying this Agreement and stating the intention to amend or modify it.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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: Here there is an insurer having no duty to indemnify due to a lack of coverage but having a duty to defend. Whether it breached that duty has yet to be decided. Neither party addresses this situation and the consequences therefrom with respect to possible liability and EMC’s other related claims. I find guidance in Signature, 230 F.3d 1215. As discussed, the court there concluded that an insurer breached its duty to defend its insured in underlying litigation that ultimately settled. See id. It held that the insurer that had breached its duty to defend, Royal, owed the other insurer that had defended the insured, Signature, a pro rata portion of attorney fees, costs and expenses incurred in reaching settlement in the underlying litigation. Id.; see also Bainbridge, 159 P.3d at 756-57 (<HOLDING>). The court also concluded that Royal did not Options: A. holding that an insurers duty to defend arises from the allegations in the complaint against the insured B. holding that insured may recover from its insurer any attorney fees incurred in successfully attempting to force the insurer to defend an action against the insured C. holding on summary judgment before the question of the insurers obligation to indemnify was decided that the insurer was liable for the costs of the insured in defending the declaratory judgment action because it breached its duty to defend D. holding that an insured who breaches it duty to defend is liable for the costs and reasonable attorney fees incurred by the insured in defending against the claims asserted as well as consequential damages E. holding that an insurance policy providing that the insurance company would pay all reasonable expenses incurred by the insured at our request emphasis omitted did not establish an agreement that the insurer would cover attorney fees and costs to the insured in a declaratory action

assistant: The best answer is D. holding that an insured who breaches it duty to defend is liable for the costs and reasonable attorney fees incurred by the insured in defending against the claims asserted as well as consequential damages
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: act of Congress “terminated the Lake Traverse Reservation, and ... consequently^] the state courts have jurisdiction over conduct on non-Indian lands within the 1867 reservation borders.” See DeCoteau v. Dist. Cnty. Ct. for the Tenth Jud. Dist., 420 U.S. 425, 428, 95 S.Ct. 1082, 43 L.Ed.2d 300 (1975). The territory encompassed by this tribal ordinance included the cities of Sisseton and Peever, South Dakota, and included lands over which the State had exercised jurisdiction since the 1891 allotment of the Tribe's reservation. See id. at 449, 95 S.Ct. 1082. 4 . The circuits are split as to whether a state’s political subdivisions are afforded due process under the Fifth Amendment. Compare In Re Real Est. Title & Settlement Servs. Antitrust Litig., 869 F.2d 760, 765 n. 3 (3d Cir.1989) (<HOLDING>), with City of E. St. Louis v. Cir. Ct. for the Options: A. holding school boards are persons within the meaning of the fifth amendment due process clause B. holding that foreign states are not persons entitled to rights under the due process clause C. holding municipalities are not persons within the meaning of the due process clause of the fifth or fourteenth amendments D. holding that entitlement to benefits is a property interest protected by the due process clause of the fifth amendment to the united states constitution E. recognizing that corporations are persons within the meaning of the fourteenth amendment

assistant: The best answer is A. holding school boards are persons within the meaning of the fifth amendment 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: prevent their being discovered by probation officers); Varkonyi, 645 F.2d at 453 (instructing immigrant employees to avoid detection, interfering with federal agents, and helping one non-citizen escape from custody); Cantu, 557 F.2d at 1180 (instructing employees to act like customers so they could evade arrest). 6 .Of course, not every case will end in removal. Discretion is built into our immigration system. Arizona, 132 S.Ct. at 2499 ("Discretion in the enforcement of immigration law embraces immediate human concerns.... Returning an alien to his own country may be deemed inappropriate even where he has committed a removable offense or ov. 27, 2012); United States v. Alabama, 691 F.3d 1269 (11th Cir.2012), cert. denied 569 U.S. -, 133 S.Ct. 2022, 185 L.Ed.2d 905 (2013) (No. 12-884) (<HOLDING>); Lozano v. City of Hazleton, 620 F.3d 170, 223 Options: A. recognizing burden is on alien when alien is removable B. holding that 1324 preempted alabama law criminalizing concealing or harboring an unlawfully present alien and entering into a rental agreement with an unlawfully present alien C. holding that the phrase resident alien means an alien lawfully residing in the united states D. holding that alien demonstrated deportation proceedings were fundamentally unfair when alien was deprived effective assistance of counsel E. holding that notice to an alien at the most recent address provided by the alien is legally sufficient

assistant: The best answer is B. holding that 1324 preempted alabama law criminalizing concealing or harboring an unlawfully present alien and entering into a rental agreement with an unlawfully present alien
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: although we expressly do not decide, that the one-day-late rule is incorrect. We can do this because, even under this assumption, Justice’s tax debts are nevertheless non-dis-chargeable for the following reasons. Thus, we assume arguendo that the applicable filing requirements Congress envisioned in the hanging paragraph do not include filing deadlines. Even if late-filed tax documents can sometimes qualify as returns, the BAPCPA definition also demands that a return satisfy “the requirements of applicable nonbankruptcy law.” Both parties to this case, and all courts to consider the issue, agree that the term “applicable nonbankruptcy law” incorporates the Beard test. See, e.g., In re Martin, 500 B.R. 1, 8 (D.Colo.2013) aff'd sub nom. In re Mallo, 774 F.3d 1313 (10th Cir.2014) (<HOLDING>); In re Rhodes, 498 B.R. 357, 367 Options: A. holding that the board as constituted on the date that the original complaint was filed is the board for purposes of evaluating whether demand is required or excused B. holding that the relevant time of inquiry is the date of the filing of the complaint C. holding that the beard test constituted the applicable nonbankruptcy law1 pursuant to the first sentence of the hanging paragraph provided by the bapcpa for purposes of determining whether a filing is a return under 523a1b D. holding that the ordinary observer test should be the sole test for determining whether a design patent has been infringed E. holding that in determining whether there has been a substantial contribution pursuant to section 503b3d the applicable test is whether the efforts of the applicant resulted in an actual and demonstrable benefit to the debt ors estate and the creditors

assistant: The best answer is C. holding that the beard test constituted the applicable nonbankruptcy law1 pursuant to the first sentence of the hanging paragraph provided by the bapcpa for purposes of determining whether a filing is a return under 523a1b
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: (9th Cir.2003) (<HOLDING>). The district court did not abuse its rning Options: A. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii B. holding that same standard applies to equal pay act and title vii wage discrimination claims C. holding that courts should employ the same analysis to evaluate claims under the ada and the wlad D. recognizing the same analysis applies under the wlad and title vii E. holding title vii analysis applies in ada case

assistant: The best answer is D. recognizing the same analysis applies under the wlad and title vii
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholder agreements, voting agreements or other similar agreements with respect to the Preferred Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments and ground rents relating to the Mortgage Loans that were due prior to the applicable Sale Date or Transfer Date, as applicable, have been timely paid by the Seller or a Prior Servicer in compliance with Applicable Requirements and Accepted Servicing Practices. There are no liens for delinquent taxes, delinquent assessments or other liens against any Mortgaged Property as of the applicable Sale Date for such Mortgage Loan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company’s policies and procedures in effect from time to time, consistent with reimbursement practices during the term of the B/E Aerospace Employment Agreement.

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: Without regard to principles of conflicts of law, this Agreement, and all claims of causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be construed and enforced in accordance with and governed by the laws of the State of Texas applicable to contracts made and to be performed entirely within such state and the laws of the United States of America. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any payment is not paid when due (whether by acceleration or otherwise) or within ten (10) days thereafter due under this Note or any of the other Loan Documents, Borrower agrees to pay to Lender a late payment fee of five percent (5%) of the payment amount, with a minimum fee of $20.00. After an Event of Default, Borrower agrees to pay to Lender a fixed charge of $25.00, or Borrower agrees that Lender may, without notice, increase the Interest Rate by three percentage points (3.00%) (the “ Default Rate ”) for the period of time the default is continuing, whichever is greater. Lender may impose a non-sufficient funds fee for any check that is presented for payment that is returned for any reason. In addition, Lender may charge loan documentation fees as may be reasonably determined by the Lender.

assistant: Fees