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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employer may terminate this Agreement and Executive’s employment hereunder for Cause (as defined in Section 9.3 below) in accordance with the terms and conditions of this Section 9 . Following a determination by Employer that Executive should be terminated for Cause, Employer shall give written notice (the “Preliminary Notice”) to Executive specifying the grounds for such termination, and Executive shall have fifteen (15) business days after receipt of the Preliminary Notice to attempt to cure any acts or omissions giving rise to Cause, if under Section 9.3(i), and/or to respond to Employer in writing. If following the expiration of such fifteen (15) business day period Employer reaffirms its determination that Executive should be terminated for Cause, such termination shall be effective upon delivery by Employer to Executive of a final notice of 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: at the election of betterpoints.uk , if betterpoints.uk 's obligations hereunder are assumed by a third party , betterpoints.uk shall be relieved of any and all liability under this agreement .

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: if you violate the letter or spirit of this statement , or otherwise create risk or possible legal exposure for us , we can stop providing all or part of facebook to you .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Jemzura v. New York State Elec. & Gas Corp., (Case No. 91-CV-0843) (Cholakis, J.) applying Hagans v. Lavine, 415 U.S. 528, 535, 94 S.Ct. 1372, 1378, 39 L.Ed.2d 577 (1974). Accordingly, plaintiff must posit either a federal question under 28 U.S.C. § 1331 or a diversity issue under 28 U.S.C. § 1332(a) for this Court to entertain his claim against PSC or NYSEG. Id. Here, since plaintiff has not asserted a diversity issue against either of the defendants, the Court will only hear the instant action if “a federal question is presented on the face of plaintiff’s properly pleaded complaint.” See Caterpillar Inc. v. Williams, 482 U.S. 386, 392, 107 S.Ct. 2425, 2429, 96 L.Ed.2d 318 (1987); Cf. United Mine Workers of America v. Gibbs, 383 U.S. 715, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966) (<HOLDING>). Plaintiff contends that PSC and NY-SEG’s Options: A. holding that where no colorable claim can be construed from a complaint it should be dismissed B. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well C. holding that a pro se complaint should not be dismissed unless it appears that the plaintiff can prove no set of facts which would entitle him to relief D. recognizing the accepted rule that a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief E. holding that a complaint will not be dismissed unless it appear beyond doubt that the plaintiff can prove no set of facts in support of his claim

assistant: The best answer is A. holding that where no colorable claim can be construed from a complaint it should be dismissed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any covenants and agreements incorporated herein by reference as set forth in Section 7 together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, provided, however, that for the avoidance of doubt, all Other Arrangements (as such Other Arrangements may be amended, modified or terminated from time to time) shall remain in effect in accordance with their terms, subject to Section 3(e) hereof. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contamination in th atory judgment that allocates future liability, that party must prove that both the plaintiff and defendant are liable for the response costs and the percentage of that total liability that should be allocated to each party, and a likelihood that the plaintiff will be required to pay more than its share of liability. United States v. Davis, 31 F.Supp.2d 45, 63 (D.R.I.1998), aff'd, 261 F.3d 1 (1st Cir.2001). 35. Section 113(f)(1) does not limit the courts to a particular list of factors to consider in allocating costs between responsible parties. “The statute’s expansive language instead affords a district court broad discretion to balance the equities in the interests of justice.” Bedford Affiliates, 156 F.3d at 429; see also Goodrich Corp., 311 F.3d at 170 (<HOLDING>); Franklin County Convention Facilities Auth. Options: A. holding that the apportionment of cercla liability under 113f among various responsible parties is an equitable undertaking within the broad discretion of the district court B. holding that we lacked jurisdiction to review the veterans courts determination that equitable tolling did not apply in the case before it C. holding that investigatory costs are considered costs of response under cercla D. recognizing that the determination is an equitable one E. holding that the allocation of response costs under 113f is an equitable determination based on the district courts discretionary selection of the appropriate equitable factors in a given case

assistant: The best answer is E. holding that the allocation of response costs under 113f is an equitable determination based on the district courts discretionary selection of the appropriate equitable factors in a given case
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: c. Violation of Antitrust Law Price-fixing is illegal per se under the Sherman Act, 15 U.S.C. § 1. Citizen Publishing Co. v. United States, 394 U.S. 131, 135, 89 S.Ct. 927, 22 L.Ed.2d 148 (1969). Whether Defendants agreed to fix the price of potash between April 1987 and July 8, 1994, clearly involves questions common to the entire class. This element relates solely to Defendants’ conduct, and as such proof for these issues will not vary among class members. See In re Catfish Antitrust Litig., 826 F.Supp. at 1039 (“[e]vidence of a national conspiracy to fix the price of catfish and processed catfish would revolve around what the defendants did, and said, if anything, in pursuit of a price fixing scheme”); Transamerican Refining Corp. v. Dravo Corp., 130 F.R.D. 70, 75 (S.D.Tex.1990) (<HOLDING>). Defendants do not dispute this component of Options: A. holding proof that each class member paid a premium for vitaminwater over another beverage would not be susceptible to generalized proof because plaintiffs did not propose a suitable methodology for establishing classwide damages B. holding the fedrevid 801d2e requires proof of the conspiracy by a preponderance of the evidence and allows consideration of the offered declaration as part of the proof of the conspiracy C. holding that the burden of proof is on the claimant D. holding that proof of conspiracy is susceptible to generalized proof since focus is on what defendants did and said E. holding that proof of an overt act is not required in a 846 conspiracy

assistant: The best answer is D. holding that proof of conspiracy is susceptible to generalized proof since focus is on what defendants did and said
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: that Baldón was aware he had little expectation of privacy after he signed the parole agreement. On appeal, the State reiterated its claim of consent. Alternatively, however, the State argued the search was reasonable under a general search-and-seizure analysis because Baldon’s minimal expectation of privacy was outweighed by the interests of society in managing parolees and preventing recidivism, as well as reasonable suspicion. We find the State waived the general reasonableness argument by not presenting it ict court that a balancing test under article I, section 8 would weigh in favor of the State in this case. For sure, the evidence at the suppression hearing was directed at Baldon’s parole status and putative consent as the basis for the search. See Ochoa, 792 N.W.2d at 291 (<HOLDING>). The State did not introduce evidence of any Options: A. holding that notwithstanding an agreement the state still must have reasonable grounds for investigating whether a parolee has violated the terms of parole or committed a crime B. holding that arrest of a parolee for parole violation does not trigger the speedy trial period for the underlying offense C. holding parolee waives constitutional searchandseizure rights by voluntarily signing parole agreement D. holding that parole status alone is insufficient to justify search of a parolee E. holding parolee consented to search of his email based on the parole agreement

assistant: The best answer is D. holding that parole status alone is insufficient to justify search of a parolee
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 Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “ Amended Credit Agreement ”).

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you reside in the united states , you are entering into this contract with linkedin corporation and your personal data provided to , or collected by or for , our services is controlled by linkedin corporation .

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: must be ‘testimonial’ to be excludable under the Confrontation Clause.” United States v. Udeozor, 515 F.3d 260, 268 (4th Cir.2008) (citing Davis v. Washington, 547 U.S. 813, 126 S.Ct. 2266, 165 L.Ed.2d 224 (2006)). After reviewing the warrants of deportation in this case, we find that they are nontestimonial and are therefore not subject to the requirements of the Confrontation Clause. See United States v. Burgos, 539 F.3d 641, 645 (7th Cir.2008) (collecting cases). We further find that the district court did not abuse its discretion in admitting the warrants pursuant to Fed.R.Evid. 803(8)(B). Rule 803(8)(B) creates an exception to the hearsay rule for public records and reports setting forth “matters observed pursuant to a duty imposed by law as to w 4 F.3d 42, 43 (11th Cir.1994) (<HOLDING>). Accordingly, we conclude that the district Options: A. holding that the admission of routinely and mechanically kept ins records such as a warrant of deportation does not violate rule 8038b B. recognizing detention during deportation proceedings as a constitutionally valid aspect of the deportation process C. holding that admission of business records does not violate the confrontation clause under roberts D. holding that admission in evidence of certified copies of docket sheets of defendants prior convictions did not violate defendants sixth amendment right to confrontation because such records are not testimonial E. holding that the exclusionary rule does not apply to civil deportation hearings where ins must only prove identity and alienage

assistant: The best answer is A. holding that the admission of routinely and mechanically kept ins records such as a warrant of deportation does not violate rule 8038b
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 the constitutional magnitude of the error that defies “harmless error review.” Neder v. United States, 527 U.S. 1, 8 [119 S.Ct. 1827, 1833, 144 L.Ed.2d 35] (1999). Examples of errors which affect the framework of a trial include the denial of a public trial, the denial of counsel, the denial of an impartial trial judge, the systematic exclusion of members of the defendant’s race from the grand jury, the infringement upon a defendant’s right to represent himself, and the improper instruction to a jury as to reasonable doubt and the burden of proof. See Johnson v. United States, 520 U.S. 461, 466-67 [117 S.Ct. 1544, 1548-49, 137 L.Ed.2d 718] (1997) (discussion of “limited class of cases” in which structural error found); Green v. Young, 264 Va. 604, 611-12, 571 S.E.2d 135, 140 (2002) (<HOLDING>). Id. at 192, 613 S.E.2d at 556. Conversely, Options: A. holding in the context of a sexual assault charge that the state was required to prove beyond a reasonable doubt the first basic and essential element of the offense namely that an act of intercourse involving the victim had occurred and further stating that that fact had to be proved even if the defendant was not disputing that particular element of the offense B. holding an instruction stating the jury shall find the defendant guilty if the commonwealth failed to prove each element beyond a reasonable doubt to be structural error C. holding that failure of trial court to instruct jury that state must prove beyond reasonable doubt killing was not committed in heat of passion required reversal of murder conviction even though there was general charge that state was required to prove each element of offenses beyond reasonable doubt D. holding that a jury instruction directing the verdict on one element deprived defendant of the right to a jury determination on every element of the charged offense and thus constituted structural error E. holding the state failed to meet its burden of showing the erroneous jury instruction was harmless beyond a reasonable doubt where it did not address the issue on appeal

assistant: The best answer is B. holding an instruction stating the jury shall find the defendant guilty if the commonwealth failed to prove each element beyond a reasonable doubt to be structural error
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: interference with business relationship with respect to a patented product); Lear, Inc. v. Adkins, 395 U.S. 653, 89 S.Ct. 1902, 23 L.Ed.2d 610 (1969) (involving breach of an agreement relating to patented product); Intermedies In-Jusaid, Inc. v. Regents of Univ. of Minn., 804 F.2d 129 (Fed.Cir.1986) (involving enforceability of licensing agreement for use of patent). Moreover, I do not agree with the majority’s conclusion that Jacobs was “denied total access to courts to redress its grievances.” Majority op. at 8. In fact, Jacobs had two remedies available. First, Jacobs could have sought an injunction against the State’s use of the patented tidal flow system, even though a federal patent claim for damages was barred. See Ex parte Young, 209 U.S. 123, 28 S.Ct. 441, 52 L.Ed. 714 (1908) (<HOLDING>). Second, Jacobs could have presented a claims Options: A. holding that eleventh amendment bars federal suits against state courts B. holding that eleventh amendment did not bar an action in federal courts seeking to enjoin a state attorney general from enforcing a statute claimed to violate the us constitution C. holding young applicable in an action to enjoin state officials from enforcing a law in violation of the commerce clause D. holding that the eleventh amendment does not bar federal courts from enjoining unconstitutional actions of state officers E. recognizing the eleventh amendment does not bar the united states from suing a state

assistant: The best answer is B. holding that eleventh amendment did not bar an action in federal courts seeking to enjoin a state attorney general from enforcing a statute claimed to violate the us constitution
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: connection to the case because a large number of witnesses and relevant records and information are found there. (See, e.g., D.I. 17 at 15; D.I. 12 at 19, Civil Action No. 15-162-LPS-CJB) Because there are some number of persons (e.g., Defendants’ employees and third-party witnesses) located in the transferee district with a connection to this case, and none in Delaware, it can be said that the Northern District of California has some greater local interest in the case than does Delaware, Defendants have not, howevér, shown that this case has outsized resonance to the citizens of the transferee district, or that its outcome would significantly impact that district, Cf. Andrews Int’l, Inc. v. Indian Harbor Ins. Co., C.A. No. 12-775-LPS, 2013 WL 5461876, at *4 (D.Del. Sept. 30, 2013) (<HOLDING>); Downing v. Globe Direct LLC, Civil Action No. Options: A. holding that a trustee is not required to avoid the initial transfer from the initial transferee before seeking to avoid it and recover from subsequent transferees and noting that this conclusion is consistent with case law that has disallowed automatic recovery from a subsequent transferee following the avoidance of an initial transfer through a stipulated judgment or default when the transferee had not been a party to the underlying avoidance proceeding B. holding that this factor favors transfer but only slightly where all named inventors were located in the transferee district but the movant produced no evidence that they would refuse to appear in delaware C. holding that this factor strongly favored transfer where the case involved consideration of the enforceability under california law of certain insurance coverage provisions which was an issue of first impression in that state where the transferee district was located D. holding that california law permitted the application of a homestead exemption to property located outside the state E. holding that state court could regulate the practice of law in federal courts located in the state

assistant: The best answer is C. holding that this factor strongly favored transfer where the case involved consideration of the enforceability under california law of certain insurance coverage provisions which was an issue of first impression in that state where the transferee district was located
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, together with its exhibits and any other documents referenced herein, constitute the entire contract between the Company and Purchaser relative to the purchase and sale of the Shares and supersede any and all prior or contemporaneous oral or written agreements, understandings and discussions with respect thereto.

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: In the event the Participant’s active employment or other active service-providing relationship, as applicable, with the Company or an Eligible Subsidiary terminates (the date of any such termination is referred to as the “Termination Date”) for any reason (other than death, Early Retirement or Normal Retirement) whether or not in breach of applicable labor laws, unless contrary to applicable law and unless otherwise provided by the Administrator either initially or subsequent to the grant of the PSUs, all PSUs that are unvested as of the Termination Date shall automatically terminate as of the Termination Date and the Participant’s right to receive further PSUs under the Plan shall also terminate as of the Termination Date. The Committee shall have discretion to determine whether the Participant has ceased to be actively employed by (or, if the Participant is a consultant or director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship, as applicable) terminated. The Participant’s active employer-employee or other active service-providing relationship, as applicable, will not be extended by any notice period mandated under applicable law ( e.g., active employment shall not include a period of “garden leave”, paid administrative leave or similar period pursuant to applicable law). Unless the Committee provides otherwise (1) termination of the Participant’s employment will include instances in which Participant is terminated and immediately rehired as an independent contractor, and (2) the spin‑off, sale, or disposition of the Participant’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Participant’s employer no longer constitutes an Eligible Subsidiary will constitute a termination of employment or service.

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: This Agreement is for the sole and exclusive benefit of the Parties and shall not be deemed to be for the benefit of any third-party, including any Borrower. Neither Party shall assign or encumber any of its rights or delegate any of its obligations hereunder without prior written consent of the other Party. Any assignment or encumbrance in violation of the foregoing shall be void.

assistant: Assignments
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 proceeds of the Loans are to be used to refinance the facility under the Existing Loan Agreement, to pay related fees and expenses of the Transactions and to finance ongoing working capital needs (including purchases of Equipment) and for general corporate purposes (including Permitted Acquisitions and repayment or prepayment of Indebtedness) of the U.S. Borrowers, the ROW Borrowers, the Canadian Borrowers and the French Borrowers. No part of the proceeds of any Loans shall be used by Holdings or any Subsidiary for any purpose that violates the provisions of the Regulations of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U and Regulation X. For the avoidance of doubt, no part of the proceeds of any Loans shall be used directly or indirectly for any purpose that violates the financial assistance prohibitions within the meaning of Article L. 225-216 of the French Code de commerce and/or would constitute or lead to a misuse of corporate assets within the meaning of Articles L. 241-3, L. 242-6 or L. 244-1 of the French Code de commerce or any other law or regulations having the same effect, as interpreted by French courts.

assistant: Use Of Proceeds
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: 73, 91 (1991). Based upon the court’s own research, this court, in the past, has not been called upon to reallocate income; however, the Seventh Circuit and the Tax Court have allowed courts to reallocate income in a section 482 case when necessary. See Eli Lilly & Co. v. Commissioner, 856 F.2d 855, 860 (7th Cir.1988) (“Where the evidence shows that neither side is correct, we think it would be unreasonable to restrict the court to acceptance or rejection of the Commissioner’s position in its entirety, rather than allowing the court to reallocate ‘in a manner the evidence ... demonstrates to be correct.’ Nat Harrison Assocs., [Inc. v. Commissioner of Internal Revenue,] 42 T.C. [601] at 618 [ (1964) ].”); Baldwin-Lima-Hamilton Corp. v. United States, 435 F.2d 182, 187 (7th Cir.1970) (<HOLDING>). Accordingly, there is no reason to grant Options: A. holding that a subsidiarys activities will be attributed to the foreign parent for purposes of determining the parents amenability to personal jurisdiction in new york B. holding that a parent must exercise some control over the subsidiarys activities which does not require that the subsidiary be controlled to an ultimate degree by its parent although something more than mere passive investment by the parent is required the parent must have and exercise control and direction over the affairs of its subsidiary in order for venue to be proper C. recognizing that entities holding intellectual property for parent company had no real economic substance and allowing taxation of a portion of income attributable to parent corporations business in the state D. holding that district court has the power to decide what portion of subsidiarys income should be reallocated to its parent E. holding that a subsidiarys contacts can be imputed for purposes of service of process where a parent uses the subsidiary to do what it otherwise would have done itself

assistant: The best answer is D. holding that district court has the power to decide what portion of subsidiarys income should be reallocated to its parent
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 understand that no promise, inducement or other agreement not expressly contained herein has been made conferring any benefit upon them; that this Agreement contains the entire agreement between the Parties with respect to the subject matter hereof (except as provided in the following sentence), and that the terms of this Agreement are contractual and not recitals only. Notwithstanding the foregoing, Employee agrees that Employee shall remain subject to all Restrictive Covenants, and such Restrictive Covenants will continue in effect according to their terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 328 (Tex.App.-Austin 2007, pet. ref'd) (distinguishing Texas Attorney General’s Office from “prosecution team” of police, investigating agencies, and other agencies “closely aligned with the prosecution”). The State urges us to apply this “prosecution team” concept within the single agency of the Travis County District Attorney, suggesting that it was required to disclose only the Brady materials known to the office employees personally involved in the Hall prosecution. We find no support for the State’s position. See Ex parte Richardson, 70 S.W.3d 865, 871-73 (Tex.Crim.App.2002) (duty under Brady applied despite prosecutor’s lack of personal knowledge of favorable information in office files); see also Giglio v. United States, 405 U.S. 150, 154, 92 S.Ct. 763, 31 L.Ed.2d 104 (1972) (<HOLDING>) (citing Restatement (Second) of Agency § 272 Options: A. holding that when a judicial office is created by legislative act or municipal ordinance the office is regarded as a de facto office until the act or ordinance is declared invalid B. holding that an employee had a legitimate expectation of privacy in his office even though the papers seized from the office were not the property of the employee C. holding that an outofstate attorney paying rent for a desk in an attorneys instate office had satisfied the office requirement D. recognizing a nonresident who receives the most votes for elected office does not hold the office but not discussing the de facto officer doctrine E. recognizing that a prosecutors office is an entity and that information in the possession of one attorney in the office must be attributed to the office as a whole

assistant: The best answer is E. recognizing that a prosecutors office is an entity and that information in the possession of one attorney in the office must be attributed to the office as a whole
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except to the extent expressly provided in Sections 7(b) and 7(c) (i) or (ii) , Holder permanently will forfeit all rights with respect to all Performance Cash upon the date of his Separation, if such Separation occurs prior to the Vesting Date.

assistant: Forfeitures
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 two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a facsimile signature or counterpart delivered by other electronic transmission (such as electronic mail of .pdf files), shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature or counterpart delivered by other electronic transmission.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During and after the Executive’s employment, the Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that took place while the Executive was employed by the Company. The Executive’s reasonable cooperation in connection with such claims or actions includes, but is not limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall reasonably cooperate with the Company in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that took place while the Executive was employed by the Company. The Company shall compensate Executive for her time spent, and reimburse the Executive for any reasonable out-of-pocket expenses incurred, in connection with the Executive’s performance of obligations pursuant to this Section 10.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not reasonably be expected to result in a Material Adverse Effect, such Originator and its respective ERISA Affiliates (i) have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Pension Plan; (ii) are in compliance in all material respects with the applicable provisions of ERISA and the Code with respect to each Pension Plan; (iii) have not incurred any liability to the PBGC or to any Pension Plan under Title IV of ERISA, other than a liability to the PBGC for premiums under Section 4007 of ERISA already paid or not yet due; (iv) have not incurred any liability to the PBGC or to any Pension Plan under Title IV of ERISA with respect to a plan termination under Section 4041 of ERISA; and (v) have not incurred any Withdrawal Liability to a Multiemployer Plan. No steps have been taken by any Person to terminate any Pension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities under Title IV of ERISA.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and not per capita.” Leoma and Ruth Ann direct the court to the maxim that states, “In construing either a trust or a will[,] the challenge is to find the settlor’s or testator’s intent and, provided that the intention is not against public policy, to give it effect.” Harris Trust & Savings Bank v. Beach, 118 Ill. 2d 1, 3, 513 N.E.2d 833, 834 (1987). To discern the testator’s intent, courts may analyze both “the words used in the instrument and the circumstances under which they were drafted.” Harris, 118 Ill. 2d at 3-4, 513 N.E.2d at 834. The statutory presumption contained in section 2 — 4(f), however, represented a dramatic shift in public policy to construe written instruments in favor of adoptees. See Wielert v. Larson, 84 Ill. App. 3d 151, 153, 404 N.E.2d 1111, 1113 (1980) (<HOLDING>). The court in Wielert did find that the terms Options: A. holding that the supreme court will not issue advisory opinion on issue not before the court B. holding that a contract will be read as a whole and the intent of each part will be gathered from a consideration of the whole C. holding that an issue not presented to the trial court will not be considered on appeal D. holding that issue of the body in a 1959 will was insufficient to evince clear intent to exclude adoptees from inheriting under the will E. holding that a writ of mandamus will not issue under 1361 unless the defendant is under a clear nondiscretionary duty to perform the act requested

assistant: The best answer is D. holding that issue of the body in a 1959 will was insufficient to evince clear intent to exclude adoptees from inheriting under the 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 case excerpt and choose the best holding from the options. Case excerpt: automobiles are likewise per se reasonable given probable cause, then by the same logic any search or seizure could be carried out without a warrant, and we would simply have read the Fourth Amendment out of the Constitution”). The Court cannot allow law enforcement to emasculate well settled constitutional protections in order to cure their own mistake. 9 . The Court notes that the Supreme Court has implied that exigent circumstances are never necessary to justify a warrantless search, but has never expressly stated such a conclusion without first noting that the vehicle in question was somehow readily mobile. See Search And Seizure, supra at 477-81, 91 S.Ct. 2022. As a result, lower courts have split when interpreting its meaning. See United States v. Reed, 26 F.3d 523 (5th Cir.1994) (<HOLDING>); United States v. Reis, 906 F.2d 284 (7th Options: A. recognizing that among the circumstances accepted as providing exigent circumstances for a warrantless search are those where a true emergency exists B. holding that officers cannot base a warrantless search on an exigent circumstance of their own creation C. holding that the searehincidenttoalawfularrest rule does not apply to a warrantless search that provides the probable cause for the subsequent arrest because one cannot justify the arrest by the search and then simultaneously justify the search by the arrest D. holding that camey notwithstanding the fact that a car is moveable alone is not sufficiently exigent circumstances to justify a warrantless search E. holding that parole status alone is insufficient to justify search of a parolee

assistant: The best answer is D. holding that camey notwithstanding the fact that a car is moveable alone is not sufficiently exigent circumstances to justify a warrantless search
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: At one time, this court opined that the words “legally entitled to recover damages” meant simply that “the insured must be able to establish fault on the part of the uninsured motorist ... and must be able to prove the extent of [the insured’s] damages.” State Farm Mut. Auto. Ins. Co. v. Griffin, 51 Ala.App. 426, 431, 286 So.2d 302, 306 (Civ.1973). That gloss on the meaning of § 32-7-23(a) was later quoted by our Supreme Court in Quick v. State Farm Mutual Automobile Insurance Co., 429 So.2d 1033, 1035 (Ala.1983), and it was thereafter invoked to support the position that a defense that was personal to the uninsured motorist could not be asserted by a UM insurance carrier in defense of a claim for UM benefits. See State Farm Auto. Ins. Co. v. Baldwin, 470 So.2d 1230, 1234 (Ala.1985) (<HOLDING>). Baldwin, in turn, was followed in State Farm Options: A. holding that the uncorroborated testimony of the insured can establish that he is legally entitled to recover from the driver of a phantom vehicle B. holding insurers right to subrogation arises only upon the insurers showing that the sum of the insureds recovery from the insurer and from persons legally responsible for the injury exceeds the insureds loss C. holding that it is wellsettled that although a plaintiff is entitled to full recovery for its damages it is not entitled to a double recovery for the same loss or injury D. holding that insureds were legally entitled to recover damages within the meaning of 32723 regardless of the fact that the operator is otherwise prohibited from such recovery E. holding that language requiring insurer to pay all sums which the insured shall be legally entitled to recover as damages from the owner or operator of an uninsured automobile includes recovery of exemplary damages under uninsured motorist provision of policy

assistant: The best answer is D. holding that insureds were legally entitled to recover damages within the meaning of 32723 regardless of the fact that the operator is otherwise prohibited from such recovery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of even a brief detention may be such as to foreclose a finding of voluntary consent” is also instructive. Id. at 90 (footnote omitted) (quoting United States v. Worley, 193 F.3d 380, 387 (6th Cir.1999)). Even seemingly innocuous circumstances such as a brief stop in an airport “make it easy for implicit threats or subtle coercion to exert tremendous pressure on an individual to acquiesce to the officer’s wishes. In such a situation it would be easy to misinterpret acquiescence to an officer’s demands as consent; acquiescence cannot, of course, substitute for free consent.” Id. (quoting United States v. Berry, 670 F.2d 583, 596 (5th Cir.1982)). We have similarly recognized the potential for coercion even in brief roadside stops. See State v. Pals, 805 N.W.2d 767, 782-83 (Iowa 2011) (<HOLDING>). In other words, coercion can easily find its Options: A. holding that defendants consent to search his person while on board an interstate bus was voluntary even though the police did not tell the defendant of his right to refuse consent B. holding that a detained defendants consent to search his car was voluntary even though the police did not tell him he was free to leave C. holding officers request for consent in the squad car without informing pals he was free to leave or warning him regarding his right to refuse consent was coercive D. holding under state constitution that validity of consent search requires knowledge of right to refuse consent E. holding that persons knowledge of his right to refuse a consent to search is a factor but not a necessary prerequisite to demonstrating a voluntary consent

assistant: The best answer is C. holding officers request for consent in the squad car without informing pals he was free to leave or warning him regarding his right to refuse consent was coercive
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: In addition to such other rights of indemnification as they may have as members of the Board, members of the Committee who administer the Plan shall be defended and indemnified by the Company, to the extent permitted by law, on an after-tax basis against (i) all reasonable expenses (including attorneys’ fees) actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Bonus awarded hereunder and (ii) all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within 30 days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to handle and defend the same.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will maintain, and will cause each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in at least such amounts and against at least such risks as are usually insured against by companies of established repute engaged in the same or similar business as the Company or such Subsidiary and owning similar assets (“ Industry Standards ”), except where such risks are covered by self insurance so long as the amount of such self insurance and the risks covered thereby are consistent with Industry Standards. The Company will promptly furnish to the Lenders such information as to insurance carried or self insurance maintained as may be reasonably requested in writing by the Administrative Agent on behalf of any Lender.

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 Borrower shall keep adequate books and records of account, in which true and complete entries will be made reflecting all of its business and financial transactions, and such entries will be made in accordance with GAAP, in each case consistently applied and applicable law. The Borrower shall keep internal management and accounting practices and controls that are adequate to ensure compliance with applicable Corrupt Practices Laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: record was closed. Appellees’ responses characterized the October 22, 2003, meeting as a hearing and indicated that Appellant did agree on the record to its scheduling as such. The common pleas court denied relief after oral argument on a limited evidentia-ry record consisting of the transcripts of the September 30 and October 22 Board proceedings, adopting Appellees’ position that the October 22 meeting constituted a hearing. In this regard, the common pleas court relied on Hogan, Lepore & Hogan v. Pequea Township Zoning Board, 162 Pa.Cmwlth. 282, 638 A.2d 464 (1994), as support for the proposition that the concept of a hearing, for purposes of Section 908, is not limited to a proceeding in which a zoning hearing board receives substantive evidence. See id. at 289-90, 638 A.2d at 468 (<HOLDING>); see also Gaster v. Township of Nether Options: A. holding that appearance at the scheduled hearing demonstrates actual notice of the hearing B. holding that although the record of a zoning hearing was closed to further substantive evidence a later board meeting at which counsel offered oral argument constituted the final hearing for purposes of section 9089 C. holding that probable cause hearing under wis stat 980092 was not intended to be an evidentiary hearing but rather a review of the paper record with argument allowed by counsel D. holding that argument raised at oral argument that was not included in brief is waived E. holding that dissolution of a tro after the plaintiff failed to carry its burden at the preliminary injunction hearing constituted a final decisions on the merits for purposes of the bond

assistant: The best answer is B. holding that although the record of a zoning hearing was closed to further substantive evidence a later board meeting at which counsel offered oral argument constituted the final hearing for purposes of section 9089