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: continued use of the interstate mails, telegraph, telephone or similar instrumen-talities for communication across State lines are covered by the act. This does not mean that any use by an employee of the mails and other channels of communication is sufficient to establish coverage. 29 C.F.R. § 776.10(b). Based on the current record, it appears that any use of interstate communications was not a regular part of Plaintiffs duties. In addition, this Court must note that the Amended Complaint makes no mention of Plaintiffs alleged “interstate” communications, and Plaintiff has not attached an affidavit or other materials that would support her claim that she regularly spoke to vendors and processed credit card payments. See Xelo v. Mavros, 2005 WL 2385724, at *4 (E.D.N.Y. Sept. 28, 2005) (<HOLDING>); cf. Thorne v. All Restoration Servs., Inc., Options: A. holding that bank was not an initial transferee where transferor exercised complete discretion regarding deposits to and disbursements from the account and he was entitled to possession of all account funds upon demand B. holding the defendant properly convicted of multiple counts of armed robbery against bank employees even though the defendant robbed only the bank C. holding that states may exercise their supervisory power to take custody of bank savings deposits D. holding that a waiter at a local restaurant was not engaged in commerce even though he made bank deposits for defendants E. holding that deposits of forged checks exposed banks to risk of loss even though they recovered the funds

assistant: The best answer is D. holding that a waiter at a local restaurant was not engaged in commerce even though he made bank deposits for defendants
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 promulgated under the Securities Act (but with no volume or other restrictions or limitations). The provisions of Section 3.5 and Article IV shall survive any termination.

assistant: Terms
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: raiser was litigated) was brought by Guardian Ad Litem, and his fees in doing so were adjudged against Harter. Guardian does not demonstrate how any issue involving those funds also provides a basis for an award of her attorney’s fees. Guardian fails to demonstrate that this case constitutes an unusual type of case, or unusually complicated litigation, in order to qualify under the “very unusual circumstances” exception to the “American Rule.” For that reason alone, it is necessary that we reverse the portion of the judgment awarding Guardian her attorney’s fees. In further support of reversal of the award of Guardian’s attorney’s fees, however, is the fact that such an award is unsupported by substantial evidence. See Estate of Zeppenfeld, 593 S.W.2d 890, 894-95 (Mo.App. E.D.1979) (<HOLDING>). The evidence in this case was heard on Options: A. holding merely that the evidence was sufficient to support the award of attorneys fees B. holding that a public administrator was not entitled to attorneys fees in a claim against the estate of a former guardian where the case was not one where attorneys fees were authorized and there was no evidence to support the award C. holding trial court had no authority to award attorneys fees when arbitrator had stated he would not award attorneys fees D. holding that an award of attorneys fees under supreme court rule 38 precursor to rule 222 did not preempt an award of attorneys fees to which one is otherwise entitled and thus appellant could seek an award of attorneys fees pursuant to section 1577300 which permits an award of fees for a party prevailing in an action against a state agency E. holding that no reason existed to create a uniform national rule in admiralty where the case concerned attorneys fees and whether the contractual provision which provided for attorneys fees should allow a party to recover attorneys fees where it succeeded on all but one minor issue

assistant: The best answer is B. holding that a public administrator was not entitled to attorneys fees in a claim against the estate of a former guardian where the case was not one where attorneys fees were authorized and there was no evidence to support the award
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: consistent herewith. SAWAYA, PALMER and MONACO, JJ., concur. 1 . On July 23, 1998, Barrow was sentenced to life imprisonment following his convictions, after jury trial, for attempted first-degree murder with a firearm, attempted carjacking while armed, two counts of carjacking while armed, felony causing bodily injury, aggravated assault, and burglary of a structure while, armed. His direct appeal was per curiam affirmed by this court. Barrow v. State, 736 So.2d 1203 (Fla. 5th DCA 1999). Barrow filed the instant rule 3.850 motion on June 29, 2005, which is well over two years after his judgment and sentence became final on direct appeal. However, because the claim asserted by Barrow is based on newly discovered evidence, it is not procedurally barred. See Fla. R.Crim. P. 3.850(b)(1) (<HOLDING>). 2 . In addition to the above statement, the Options: A. holding that rule 3850 motion was not time barred where the order did not place any time limitation on when the defendant would refile his rule 3850 motion B. holding that cr 6002 allows appeals based upon claims of error that were unknown and could not have been known to the moving party by exercise of reasonable diligence and in time to have been otherwise presented to the court C. holding that posttrial discovery of asserted newly discovered evidence did not satisfy the requirement that the evidence must be such as with reasonable diligence could not have been discovered and produced at trial D. recognizing the rule and the exception but holding facts did not support claim to exception E. recognizing an exception to the twoyear time bar imposed on rule 3850 claims when the claim asserted is based on facts that were unknown to the movant and could not have been discovered through the exercise of due diligence

assistant: The best answer is E. recognizing an exception to the twoyear time bar imposed on rule 3850 claims when the claim asserted is based on facts that were unknown to the movant and could not have been discovered through the exercise of due diligence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas of the United States of America without regard to principles of conflict of laws. The State of Texas shall be the exclusive jurisdiction for any disputes arising under this Agreement and the Parties hereby consent to such jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: master performed a Daubert analysis of Dr. Sladky’s opinions provided in this case. Id. at 27. The special master acknowledged that there is some imprecision in the use of the terms credibility and reliability in Vaccine Act cases and elsewhere. Id. at 20 n. 13 (citations omitted). To the extent that the remand instructions in Contreras IV may have contributed to the special master’s decision to divorce credibility from reliability, the court regrets any ambiguity in that opinion. The court utilized both terms, credibility and reliability, in its remand instructions because each of these terms is present in precedential cases discussing the credibility of expert witnesses in the Vaccine Program. See, e.g., Porter v. Sec’y of Health & Human Servs., 663 F.3d 1242, 1250 (Fed.Cir.2011) (<HOLDING>); Broekelschen v. Sec’y of Health & Human Options: A. holding that the special masters refusal to hold an evidentiary hearing rejection of affidavits and medical reports proffered by peti tioner but sua sponte introducing her own independent research into the record was fundamentally unfair and the special masters rulings were either inadequately explained or arbitrary and capricious B. holding that because the special master saw the witnesses and heard the testimony he has broad discretion in determining credibility C. holding that this court has unambiguously explained that special masters are expected to consider the credibility of expert witnesses in evaluating petitions for compensation under the vaccine act D. holding that reviewing court should accord deference to special masters decision and may not substitute its own judgment for that of the special master E. recognizing the jurys role in evaluating credibility

assistant: The best answer is C. holding that this court has unambiguously explained that special masters are expected to consider the credibility of expert witnesses in evaluating petitions for compensation under the vaccine 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: fitbit may , in its sole discretion , alter , remove , or refuse to display any of your content , and may forbid you from posting , uploading , storing , sharing , sending , or displaying your content to and via the fitbit service .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: gh’s affidavits. The record demonstrates that relevant parts of the affidavits are based on personal knowledge, and that the affidavits do not incorrectly state Singh’s party affiliation. Finally, the IJ erred in finding it implausible that Singh would have truthfully told the police at a checkpoint that he was coming from a party meeting. Singh explained that he did not believe police outside of his hometown would care about his party business. That explanation was at least plausible, and the IJ’s conclusion that the explanation was implausible was based on impermissible speculation. Zhou v. Gonzales 437 F.3d 860, 865 (9th Cir.2006) (<HOLDING>). The IJ also erred when she held, in the Options: A. holding that personal conjecture about the manner in which indian passport officials carry out their duties could not support an adverse credibility finding B. holding that mere conjecture or speculation is insufficient under a preponderance standard C. holding that burden of clear and convincing proof cannot be satisfied by mere conjecture or speculation D. holding that speculation and conjecture cannot support an adverse credibility finding E. holding that speculation and conjecture cannot serve as a reason for an adverse credibility finding citing shah 220 f3d at 1071 9th cir2000

assistant: The best answer is E. holding that speculation and conjecture cannot serve as a reason for an adverse credibility finding citing shah 220 f3d at 1071 9th cir2000
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 communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: If to the Participant, to the Participant’s address as shown in the Company’s records. If to the Committee: Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, FL 34240, Attention: Compensation Committee and Corporate Secretary.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if such dispute has not been settled within sixty ( 60 ) days after a request for mediation has been submitted under such icc mediation rules , such dispute can be referred to and shall be exclusively and finally resolved by arbitration under the rules of arbitration of the international chamber of commerce ( `` icc arbitration rules '' ) .

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 case excerpt and choose the best holding from the options. Case excerpt: trade practices. Whether an act is unfair or deceptive within the meaning of 93A depends on the facts and circumstances of each case. See Glickman v. Brown, 21 Mass.App.Ct. 229, 234 (1985). An act is unfair or deceptive if it is “ ‘within any recognized conception of unfairness’ or is ‘immoral, unethical, oppressive or unscrupulous’ or ‘causes substantial injury to consumers (or competitors or other businessmen).’ ” Id., quoting PMP Associates, Inc. v. Globe Newspaper Co., 366 Mass. 593, 596 (1975). Gear claims that Goba’s delay in generating punch lists and misrepresentation of items to be completed that Goba knew or should have known were completed constitute unfair and deceptive acts under 93A. The courts have recognized that “a negligent misrepresentati , 440 (D.Mass. 1991) (<HOLDING>); Cash Energy, Inc. v. Weiner, 768 F.Sup. 892, Options: A. holding that the owner could maintain a 93a claim against the subcontractor where there was a genuine issue of material fact as to whether the owner was the thirdparty beneficiary of the contract between the general contractor and the subcontractor B. holding that an abutter could not bring a 93a claim because there was no business relationship with the defendant C. holding that the owner of the land could not bring a 93a action against a prior owner of the land who was not the seller because there was no business connection between the two parties D. holding that a cause of action for damages to property resulting from a permanent nuisance accrues to the owner of the land at the time the injury begins to affect the land and mere transfer of the land by deed does not transfer the claim for damages E. holding where exempt organization was in possession of real property under land contract obligating organization to pay the purchase price and use land for exempt purpose the association was the owner of the land within the meaning of the statute

assistant: The best answer is C. holding that the owner of the land could not bring a 93a action against a prior owner of the land who was not the seller because there was no business connection between the two parties
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: members to sign the Jean petition for a second vote, and (3) violating the Union’s bylaws in the manner discussed above in Part II.A. In support of their contention, plaintiffs rely on Farkas v. Rumore, 881 F.Supp. 884 (S.D.N.Y.1995), and Members for a Better Union v. Bevona, 972 F.Supp. 240 (S.D.N.Y.1997). In both Farkas and Bevona, Southern District courts held that once a union has provided its members with the right to vote, the union must extend that right in a “meaningful” manner. See Farkas, 881 F.Supp. at 888-89 (finding summary judgment inappropriate where plaintiffs alleged that union officials violated Section 101(a)(1) by, inter alia, holding a vote two days after a tentative agreement was reached and lying about terms of the agreement); Bevona, 972 F.Supp. at 244-45 (<HOLDING>). These cases, however, which the district Options: A. holding that a fair referendum assuring the equal right to vote under 101a1 includes the right of members to have the vote scheduled at a time when they can exercise their vote and the right to be free from intimidation or fear of reprisal B. holding that the right to vote is fundamental C. holding it is not the policy of the state of south dakota to disenfranchise its citizens of their constitutional right to vote D. holding that an infringement on the right to vote necessarily causes irreparable harm E. holding that a law that merely affects voting without actually denying the right to vote or depriving voters of equal representation is usually not subject to strict scrutiny

assistant: The best answer is A. holding that a fair referendum assuring the equal right to vote under 101a1 includes the right of members to have the vote scheduled at a time when they can exercise their vote and the right to be free from intimidation or fear of reprisal
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: 355 U.S. 600 78 S.Ct. 530 2 L.Ed.2d 523 William H. BLACK and Ruth F. Black, petitioners,v.A. M. AMEN et al. No. 13. Supreme Court of the United States March 3, 1958 Mr. Dean Acheson (Messrs. Stanley L. Temko, Scott W. Lucas and Malcolm Miller, on the brief), for petitioners. Mr. Douglas F. Smith (Messrs. Arthur R. Seder, Jr., D. Arthur Walker, Jack O. Brown and Oliver H. Hughes, on the brief), for respondents. On writ of certiorari to the United States Court of Appeals for the Tenth Circuit. PER CURIAM. 1 Petitioners' amended motion, concurred in by the attorneys for respondents, is granted. The case is remanded to the Court of Appeals with directions to remand the cause to the United States District Court for the District of Kansas to enable the parties to file their joint motion for the entry of judgment dismissing the action, as provided in paragraph 3 of the Settlement Agreement dated February 27, 1958, a copy of which is annexed to the amended motion. 2 Mr. Justice FRANKFURTER desires to have it added that he assumes that the legal effect of the Court's order, in which he joins, upon the opinion and judgment of the Court of Appeals in this case is the conventional one when a case has become moot here pending our decision on the merits. United States v. Munsingwear, 340 U.S. 36, 39, 71 S.Ct. 104, 95 L.Ed. 36.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: T.M. claims that he was unaware of the original proceedings on September 6, 1989, and the order entered September 12, in which the children were adjudicated to be juveniles within the provisions of § 43-247(3)(a). R.B. appeared at the adjudication hearing, waived her right to counsel, and admitted the allegations in the petition. This court notes that T.M. is the biological father of the four children, that a divorce proceeding was pending in Colorado on the date of the hearing in Nebraska and on the date the children were adjudicated, and that T.M. possessed all of the constitutionally protected rights of a parent at that time. Yet, pursuant to the record before this court, he was denied notice of the hearing. See In re Interest of L. V., 240 Neb. 404, 482 N.W.2d 250 (1992) (<HOLDING>). The juvenile code requires that notice of an Options: A. holding care custody and control of children is a fundamental right B. holding that although parents have a fundamental right to the care and custody of their children they have no fundamental right to allocate support to their children as they see fit C. recognizing that noncustodial parents have a fundamental liberty interest in the care custody and management of their children D. recognizing in dictum parents right to care custody management and companionship of their children E. recognizing fundamental right of parents to care for their children

assistant: The best answer is C. recognizing that noncustodial parents have a fundamental liberty interest in the care custody and management of their children
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: S.Ct. 2151 (internal citations omitted). Further, the Supreme Court in Rush Prudential held [w]hatever the standards for reviewing benefit denials may be, they cannot conflict with anything in the text of the statute, which we have read to require a uniform judicial regime of categories of relief and standards of primary conduct, not a uniformly lenient regime of reviewing benefit determinations. 536 U.S. at 385, 122 S.Ct. 2151 (emphasis added and citation omitted). Thus, be cause Section 10-3-1116(3) requires insurance documents to provide a specific standard of review for a benefit denial and the right to a jury trial, the Court finds that Section 10-3-1116(3) is a law directed toward entities engaged in insurance. See Standard Ins. Co. v. Morrison, 584 F.3d 837, 842 (9th Cir.2009) (<HOLDING>) (citations omitted); see also Am. Council of Options: A. holding that a law which regulates what terms insurance companies can place in their policies regulates insurance companies B. holding that subcontractors primary and excess insurance policies must pay first and before contractors own insurance C. holding that a suicide exclusion regulates insurance and therefore falls within the insurance savings clause D. holding claims for negligent procurement of insurance accrued on date the insured purchased the insurance policies E. holding that the interests of two insurance companies were adverse under wis stat 102231a 19891990 relating to workers compensation when the respective liability of the two insurance companies depends on the determination of the date of injury

assistant: The best answer is A. holding that a law which regulates what terms insurance companies can place in their policies regulates insurance companies
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: plaintiffs name and accomplishments. Indeed, as set forth above, the evidence reveals that the Publication was crafted in order to make that very association and to “create positive associations in people’s mind with the AT & T brand.” (Siegel Dep. at 16, 18.) While the use of plaintiffs name and reference to his accomplishment was a small part of the 755-word Publication, the association of defendant’s services with a historical feat is a use that may help to pique the interest of a newsman deciding whether to follow up on a press release. (See Deposition of Albert Levy at 111:4-19.) Therefore, like in Pooley, the use of plaintiffs name and identity uniquely enhanced the marketability of defendant’s service. See also Henley v. Dillard Dep’t Stores, 46 F.Supp.2d 587, 592 (N.D.Tex.1999) (<HOLDING>); Accordingly, defendant is not entitled to Options: A. holding that incidental use defense did not apply where the defendant used the value associated with a wellknown musicians name in a wordplay in order to attract consumers attention B. holding determination of property value in case to decide if assessed value was excessive is not a liquidated demand where only evidence of property value was the conclusory allegation of value in plaintiffs unsworn petition C. holding that the government did not waive an affirmative defense not pleaded in the answer because it raised the defense at a pragmatically sufficient time by listing the defense in the joint pretrial order D. holding that information from reliable entity confirming that defendant was the internet subscriber associated with the ip addresses at issue and used screen name involved in crime supported probable cause for warrant E. holding that res judicata did not apply where a trial courts order was not a final judgment

assistant: The best answer is A. holding that incidental use defense did not apply where the defendant used the value associated with a wellknown musicians name in a wordplay in order to attract consumers attention
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is in writing and signed by the Investor and the Company. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar). No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Section 7.15 of the Disclosure Schedule sets forth a list of all policies of insurance which are maintained by Seller, including name of insurer and type and amount of coverage; and all of such policies of insurance are in good standing, valid and subsisting, and in full force and effect in accordance with their terms. Seller has not been refused any insurance with respect to the Purchased Assets or the Business, and its coverage has not been limited by any insurance carrier to which it has applied for any such insurance or with which it has carried.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will employ Executive as its [ ] reporting to [the Company’s Chief Executive Officer (“ CEO ”) and] its Board of Directors (the “ Board ”), and Executive accepts employment to serve in this capacity, all upon the terms and conditions in this Agreement. Executive will have those duties and responsibilities that are consistent with Executive’s position as [ ], as determined by [the CEO and] the Board. The Company reserves the right, in its sole discretion, to change or modify Executive’s position, title and duties during the term of this Agreement, subject to Executive’s rights under Section 7(e) .

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: The Purchaser understands that the Shares are being offered and sold to the Purchaser in reliance on exemptions contained in specific provisions of United States federal and state securities laws and that Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in this Agreement in order to determine the applicability of the exemptions contained in such provisions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee, in its discretion, may grant Stock Appreciation Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to payment specified in the applicable Award Document, an amount equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right specified in the applicable Award Document. The grant price per share of Shares covered by a Stock Appreciation Right shall be fixed by the Committee at the time of grant or, alternatively, shall be determined by a method specified by the Committee at the time of grant, but in no event shall the grant price of a Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided , however , that the grant price of a Substitute Award granted as a Stock Appreciation Rights shall be in accordance with Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. Payments to a Participant upon exercise of a Stock Appreciation Right may be made in cash or Shares, having an aggregate Fair Market Value as of the date of exercise equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right. The term of a Stock Appreciation Right settled in Shares shall not exceed seven (7) 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 legal provision and list the applicable contract clause categories. Provision: The Agreement and the parties’ obligations hereunder shall terminate upon the death of Employee; provided, however, that in such event, the parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to termination, and the Company shall pay to the estate of the Employee any earned but unpaid salary and accrued but unused PTO as of the date of Employee’s death.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At any time prior to the Closing Date, this Agreement may be terminated (i) by the consent of the Purchaser and Seller, (ii) by Seller if there has been a material misrepresentation, breach of warranty or breach of covenant by Purchaser in its representations, warranties and covenants set forth herein, (iii) by Purchaser if there has been a material misrepresentation, breach of warranty or breach of covenant by the Seller in its representations, warranties and covenant set forth herein, (iv) by the Seller if the conditions stated in Section 8(b) have not been satisfied at or prior to the Closing Date, or (v) by Purchaser if the conditions stated in Section 8(a) have not been satisfied at or prior to the Closing Date.

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: he was deprived of a legitimate liberty or property interest and that he was not afforded adequate procedural protections in connection with the deprivation. Barreras v. New Mexico Corrections Dep’t, 114 N.M. 366, 370, 838 P.2d 983, 987 (1992). The definition of property centers on the concept of entitlement; therefore, interests in government benefits will be recog L.Ed.2d 184 (1986). Therefore, his claim of entitlement to employment was satisfied so long as he continued to receive the full compensation due under his contract. As the Tenth Circuit Court of Appeals has noted, “suspension with pay [does] not invade any recognized property interest.” Pitts v. Board of Educ., 869 F.2d 555, 556 (10th Cir.1989); see also Black v. Board of Educ., 87 N.M. 45, 46, 529 P.2d 271, 272 (1974) (<HOLDING>). Because the Board did not deprive Harrell of Options: A. holding that a school district was not liable for sexual molestation of plaintiffs daughter by a teacher even though the acts occurred on school property and during school hours B. holding that suspended school superintendent was not entitled to due process guarantees afforded discharged certified school personnel C. holding that intraconspiracy doctrine applied to plaintiffs claims against school board teacher school principal and district superintendent D. holding that where a high school student and the students mother received adequate notice of the charges had sufficient opportunity to prepare for the meeting with school personnel were accorded an orderly hearing and were given a fair and impartial decision no due process violation occurred even though the school failed to provide advance notice that the potential disciplinary actions included a transfer to another school E. holding the tlo standard governs school searches when school resource officers who although employed by the local police department are primarily responsible to the school district are acting in conjunction with school officials

assistant: The best answer is B. holding that suspended school superintendent was not entitled to due process guarantees afforded discharged certified school personnel
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: Failure by either Party to insist upon strict performance of any provision herein by the other Party shall not be deemed a waiver by such Party of its rights or remedies or a waiver by it of any subsequent default by the other Party, and no waiver by either Party shall be effective unless it is in writing and duly executed by such Party.

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: For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. PredictSpring will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any. PredictSpring will be responsible for performance of its agents and subcontractors under this Agreement. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. Neither party shall have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. No waiver, change, or modification to this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by, email, first class US mail, confirmed facsimile or major overnight delivery courier service, all to the address specified on the cover sheet of this Agreement or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.

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: Use of the masculine pronoun shall be deemed to include use of the feminine pronoun where appropriate. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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 legal provision and list the applicable contract clause categories. Provision: Section 4.8 of the DSKX Disclosure Schedule correctly lists each Permit that is material to the operation of the DSKX Group as conducted immediately prior to the Closing, together with the name of the Governmental Entity issuing such Permit. Each such Permit is valid and in full force and effect, no DSKX Group member is in default in any material respect under, and, to DSKX’s Knowledge, no condition exists that with notice or lapse of time or both would constitute a default under, any such Permit and none of such Permits will be terminated, become terminable or otherwise be materially and adversely affected solely as a result of the transactions contemplated hereby. The DSKX Group have made all material filings with Governmental Entities necessary to conduct and operate the DSKX Business as currently conducted or operated and, with respect to the DSKX Subsidiaries, to permit the DSKX Subsidiaries to own or use their assets in the manner in which such assets are currently owned or used. The DSKX Group is in compliance with all applicable Legal Requirements relating to the operation of the DSKX Business, except where non-compliance could not have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Agreement commences as of the Effective Date and lasts in perpetuity. Without limiting the Parties’ other rights and remedies herein, the Parties agree that termination shall not be a remedy for a Party’s breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party hereto and delivered to each party hereto. Facsimiles containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 240 (Mo. banc 2006); see also, State ex rel. Dally v. Copeland, 986 S.W.2d 943 (Mo.App.1999); State ex rel. State v. Campbell, 936 S.W.2d 585 (Mo.App.1996). Thus a court might hold that a prior legitimation or adjudication conclusively establishes paternity for purposes of a criminal nonsupport prosecution. For three reasons, I believe this interpretation is in error. First, this reading of the statute renders it unconstitutional. In effect, a defendant is collaterally estopped from presenting his defense of a lack of paternity. And the law holds that the doctrine of collateral estoppel does not apply if the burden of proof is greater in a later proceeding. Restatement (Second) of Judgments section 28 at 273 (1982); see also, State v. Yelli, 247 Neb. 785, 530 N.W.2d 250, 254-5 (1995) (<HOLDING>). Making a “judgment in a civil action Options: A. recognizing the doctrine of collateral estoppel in agency proceedings B. holding that a criminal acquittal does not have collateral estoppel effect on a later civil forfeiture proceeding based on the same conduct C. holding that previous judgments in civil paternity actions were not binding under doctrine of collateral estoppel in a later criminal nonsupport prosecution D. holding that a fact established by a criminal judgment was to be given conclusive effect under collateral estoppel doctrine E. holding that the state law of collateral estoppel applies in civil rights actions brought under 42 usc 1983

assistant: The best answer is C. holding that previous judgments in civil paternity actions were not binding under doctrine of collateral estoppel in a later criminal nonsupport prosecution
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree that linden lab will not be liable for any interruption of the service ( whether intentional or not ) , and you understand that except as may otherwise be specifically provided in linden lab 's billing policies , posted on applicable areas of the service and/or website ( s ) , you will not be entitled to any refunds of fees or other compensation for interruption of service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or under any of the Loan Documents to which it is a party without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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: purpose of the form (drafted by and to give assistance to the clinic) and the circumstances of execution.” Id. at 1056. One of those circumstances was the husband’s execution of the consent forms in blank. The court, therefore, doubted that the form represented the parties’ intent in the event of a dispute between them. Id. at 1056-57. Nevertheless, the court addressed and rejected the enforceability of such an agreement: With this said, we conclude that, even had the husband and the wife entered into an unambiguous agreement between themselves regarding the disposition of the frozen preembryos, we would not enforce an agreement that would compel one donor to become a parent against his or her will. As a matter of public 6 U.S. 40, 51, 119 S.Ct. 977, 986, 143 L.Ed.2d 130, 144 (1999) (<HOLDING>) and Flagg Bros., Inc. v. Brooks, 436 U.S. 149, Options: A. holding that private insurers decision to seek review by private utilization review organization of reasonableness and necessity of medical treatment though authorized by pennsylvania workers compensation statute did not involve state action to the extent necessary to trigger due process guarantees under fourteenth amendment B. holding that statute allows admissibility of evidence by affidavit to prove reasonableness and necessity of medical expenses C. holding that a state medicaid agency can review the medical necessity of treatment prescribed by a doctor on a casebycase basis D. recognizing private right of action E. holding that while the fourteenth amendment is directed against state action and not private action the state action requirement is met in a civil action where state law is applied whether by statute or common law

assistant: The best answer is A. holding that private insurers decision to seek review by private utilization review organization of reasonableness and necessity of medical treatment though authorized by pennsylvania workers compensation statute did not involve state action to the extent necessary to trigger due process guarantees under fourteenth amendment