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: as applied to him, and there is no indication that the information about prescription medi-cátions could not be provided confidentially, and treated so, unless the test results come back positive. See Vernonia, 515 U.S. at 659-60, 115 S.Ct. 2386. Therefore, like the Supreme Court, "we will not assume the worst” and will not invalidate the policy on this ground. Id. at 660, 115 S.Ct. 2386. 6 . Our decision today comports with an opinion from the Seventh Circuit in a case that is nearly identical to this one on the facts. See Todd v. Rush County Schools, 133 F.3d 984 (7th Cir.), cert. denied,- U.S. -, 119 S.Ct. 68, 142 L.Ed.2d 53 (1998); see also, Willis v. Anderson Community Sch. Corp., 158 F.3d 415 (7th Cir.1998), cert. denied, — U.S. -, 119 S.Ct. 1254, - L.Ed.2d - (1999) (No. 98-1183) Options: A. holding that when the district court imposed drug testing in connection with a special condition of substance abuse program participation it was not required to specify the number of drug tests a defendant must undergo as a part of the treatment program B. holding railroad regulation requiring random drug testing without particularized suspicion to be reasonable in light of connection to public safety C. holding that random drug testing for student athletes did not violate their fourth amendment rights D. holding that required drug testing of student who had been suspended for fighting was unconstitutional because there was no reasonable suspicion of drug use and no special needs requiring a suspicionless search distinguishing todd and vemonia on their facts E. holding that the requirement that a defendant pay for drug testing is a special condition of probation which must be pronounced at sentencing

assistant: The best answer is D. holding that required drug testing of student who had been suspended for fighting was unconstitutional because there was no reasonable suspicion of drug use and no special needs requiring a suspicionless search distinguishing todd and vemonia on their facts
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: Promptly, but no later than five (5) Business Days following the date of receipt by any Loan Party or any of its Subsidiaries, or Administrative Agent as loss payee or lenders loss payee, of any Net Insurance/Condemnation Proceeds (or on the 181 st day if the first proviso hereto applies) in excess of (A) $250,000 in the aggregate received in any fiscal year through the applicable date of determination with respect to any loss covered by a casualty insurance policy and (B) $500,000 with respect to any transaction or series of related transactions and less than $1,000,000 in the aggregate during any fiscal year with respect to any sales or other Dispositions as a result of the taking of any assets of any Loan Party or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, Borrower shall prepay (and/or cash collateralize) the Obligations as set forth in Section 2.15 in an aggregate amount equal to such excess; provide d that so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Borrower shall have the option, directly or through one (1) or more of their Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof in assets used or useful in the business of the Loan Parties (other than Parent), which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, further , pending any such investment, all such Net Insurance/Condemnation Proceeds shall be invested in Cash or Cash Equivalents and deposited in an account at EWB and held therein until such time as such Net Insurance/Condemnation Proceeds are applied in payment of such investment. In the event that any Net Insurance/Condemnation Proceeds are not reinvested by the Loan Parties prior to the earlier of (i) the last day of such one hundred eighty (180) day period, and (ii) the date of the occurrence of a Default or an Event of Default, Administrative Agent shall apply such Net Insurance/Condemnation Proceeds to the Obligations as set forth in Section 2.15.

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: Such Originator has (i) timely filed all tax returns (federal, state and local) and reports required to be filed by it and (ii) paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in the case of clauses (i) and (ii) above, where failure to do so could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The terms and conditions of this Agreement are highly confidential. Accordingly, Employee acknowledges and agrees that neither Employee nor anyone acting on Employee’s behalf has made or will make any disclosures concerning the terms of this Agreement to any person or entity, except: (i) Employee’s spouse or domestic partner; (ii) Employee’s attorneys, accountants, or financial advisors, but only to the extent disclosure is necessary to obtain legal or professional services from such persons; or (iii) a government agency or court of competent jurisdiction pursuant to a legally enforceable subpoena. If Employee makes any disclosure to any person described in sub-clauses (i) or (ii) above, Employee shall inform such person of this confidentiality provision and shall receive the individual’s agreement not to make any use, disclosure, or announcement concerning this Agreement in violation of this Section. However, nothing shall prevent the Company from disclosing any or all provisions of this Agreement in accordance with applicable securities rules.

assistant: Confidentiality
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 voluntary, knowing, and intelligent when no evidence indicates that he was aware of a state statute requiring the court to impose a life sentence if the sentencing jury failed to reach a unanimous decision. The California statute at issue here provides that “[i]f the trier of fact [at the sentencing stage] is a jury and has been unable to reach a unanimous verdict as to what the penalty shall be, the court shall dismiss the jury and impose a punishment of confinement in state prison for life without possibility of parole.” 1977 Cal. Stats., ch. 316, §12. State high courts faced with the issue whether a defendant must be aware of similar capital sentencing provisions have reached differing conclusions. Compare Harris v. State, 295 Md. 329, 339-340, 455 A. 2d 979, 984 (1983) (<HOLDING>), with People v. Morgan, 112 Ill. 2d 111, Options: A. holding that the waiver of sovereign immunity must be clear and unequivocal B. holding prelitigation waiver of jury trial must be made knowingly and voluntarily and courts will indulge in every reasonable presumption against a waiver of that right C. holding that an effective notice of appeal must be filed for this court to have jurisdiction to hear the case D. holding that where the record showed neither that the trial court explained to the defendant his right to a jury trial nor an effective waiver of the right structural error occurred E. holding that a court must explain the effect of a jury deadlock for a waiver to be effective

assistant: The best answer is E. holding that a court must explain the effect of a jury deadlock for a waiver to be effective
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Note shall be interpreted as if such provision were so excluded, and (iii) the balance of the Note shall be enforceable in accordance with its terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of life imprisonment because he had three qualifying prior felony drug convictions that triggered the enhancement. See 21 U.S.C. § 841(b)(1)(A) (life imprisonment enhancement is available if the defendant has two or more prior convictions for a “felony drug offense” that are final and the defendant has violated subsection (b)(1)(A)). Id. Chi-solm’s challenge also fails because he failed to challenge the validity of his prior state convictions in 1994 and 1998 within the required five-year time period. 21 U.S.C. § 851(e) (defendant may not challenge “the validity of any prior conviction alleged under this section which occurred more than five years before the date of the information alleging such prior conviction”); see also United States v. Williams, 954 F.2d 668, 673 (11th Cir.1992) (<HOLDING>). In any event, Chisolm’s argument that his Options: A. holding on summary judgment that a regulation is narrowly tailored to serve a significant government interest B. holding that the discovery rule within mcl 6005838a2 is an alternative to the other periods of limitation and it is itself a period of limitation C. holding that duration of limitation is a factor in determining whether limitation is significant D. holding that 851es fiveyear limitation is not unconstitutional because it is reasonably tailored to impose enhanced sentences on recidivists E. holding that it is not

assistant: The best answer is D. holding that 851es fiveyear limitation is not unconstitutional because it is reasonably tailored to impose enhanced sentences on recidivists
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 Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and you. This Award Notice amends and supersedes any award notice bearing the same effective date.

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 case excerpt and choose the best holding from the options. Case excerpt: requirement has been met depends on the grounds under which relief is sought. Rule 60(b) stipulates as a general matter that motions for relief from judgment must be made “within a reasonable time,” with the further requirement that motions brought under subsections (1) through (3) of the rule be made not more than one year after judgment is entered. Fed.R.Civ.P. 60(b). Virginia Lee here seeks relief under subpart (b)(6), which is exclusive of the other subparts of the rule and provides relief for “any other reason justifying relief from the operation of the judgment.” Fed.R.Civ.P. 60(b)(6). Therefore, I assess the timeliness of Virginia Lee’s motion on reasonableness grounds. Under Rule 60(b), timeliness must be shown by the movant. See Werner v. Carbo, 73 d 535, 538 (4th Cir.1991) (<HOLDING>). The Supreme Court issued its ruling in Options: A. holding a three and onehalf year delay was unreasonable B. holding that delay for three and onehalf years was unreasonable under rule 60b6 C. holding that an eight and onehalf month delay was enough to warrant further inquiry D. holding that a fivemonth delay in filing a motion to disqualify did not bar the motion where there was a reasonable explanation for the delay E. holding a plaintiffs rule 60b3 motion untimely where a three and onehalf month delay had occurred with no explanation as to the reason for the delay

assistant: The best answer is E. holding a plaintiffs rule 60b3 motion untimely where a three and onehalf month delay had occurred with no explanation as to the reason for the delay
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: By accepting the Award, the Grantee agrees to comply with all applicable Brazilian laws and agrees to report and pay any and all applicable taxes associated with the Award, the sale of the Shares acquired under the Plan.

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: Borrower shall be responsible for timely paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect to, this Agreement, including the issuance of the Exchange Shares to the Lenders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as expressly provided herein to the contrary, each party shall pay all of its expenses and costs in connection with negotiating, closing and carrying out this Agreement and the transactions contemplated hereby, including, without limitation, fees of their respective legal counsels.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent and the Borrowers may, without the consent of any Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrowers, to effect the increase in Commitments pursuant to this Section 2.17(a), including, without limitation, establishing pricing, commitment fees and the maturity of any new commitments, incorporation of a new revolving tranche and amendments in respect of borrowing and prepayment procedures for any new revolving tranche.

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 case excerpt and choose the best holding from the options. Case excerpt: only to effect the property and income of the Corporation. {11} Here, Plaintiff has offered no proof that a resolution was adopted by Defendant’s board of directors, and since Article VIII’s sue or be sued clause can only be made effective pursuant to the requirements set out in Section D of Article XVI, we conclude that no waiver was created. See Ninigret Dev. Corp., 207 F.3d at 30. {12} Plaintiff contends that federal law is clear that the simple appearance of a sue or be sued clause in the charters of Section 17 corporations serve as a general waiver of sovereign immunity. We disagree. Our review of the law indicates that a sue or be sued clause will only accomplish a waiver when the clause clearly expresses an intent to waive immunity. Parker Drilling Co., 451 F.Supp. at 1136-37 (<HOLDING>); S. Unique, Ltd. v. Gila River Pima-Maricopa Options: A. holding that the sue or be sued clause in corporate charter served as a waiver because the clause had no restrictions or limitations and was a clear explicit and unambiguous waiver B. holding that limitation of liability clause was unambiguous C. holding that the waiver in two previous contracts was insufficient to support waiver of the contract at issue in that appeal D. holding that the word waiver is not required to waive a right even when a statute requires clear and unmistakable evidence of waiver E. holding that the waiver of sovereign immunity must be clear and unequivocal

assistant: The best answer is A. holding that the sue or be sued clause in corporate charter served as a waiver because the clause had no restrictions or limitations and was a clear explicit and unambiguous waiver
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 counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. This Agreement may be delivered by one or both Parties by facsimile or electronic transmission with the same effect as if delivered personally.

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: By accepting the Stock Option, the Participant acknowledges and agrees to comply with applicable Brazilian laws to pay any and all applicable taxes associated with the exercise of the Stock Options, the receipts of any dividends, and the sale of Shares acquired under the Plan.

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: Promptly after an Authorized Officer of the Borrower or any Restricted Subsidiary obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto, (ii) any litigation, regulatory or governmental proceeding pending against the Borrower or any Restricted Subsidiary that has a reasonable likelihood of adverse determination and such determination could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect and (iii) the occurrence of any ERISA Event that would reasonably be expected to result in a Material Adverse Effect.

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: This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior undertakings and agreements, oral or written, with respect to the subject matter hereof. This Agreement may not be contradicted by evidence of any prior or contemporaneous agreement. To the extent that the policies and procedures of the Company apply to the Holder and are inconsistent with the terms of this Agreement, the provisions of the Agreement shall control.

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: To the maximum extent permitted by applicable law, both during the term of this Agreement and at all times thereafter, regardless of the reason for termination, the Company shall indemnify Executive and hold Executive harmless against any cost, fee, expense, fine or penalty (a “cost”) to which he may be subject as a result of serving as an employee or officer of the Company or any other entity at the Company’s direction, shall advance to Executive, as incurred, the reasonable costs (including fees and disbursements of legal counsel) incurred by him in defending any judicial or administrative proceeding, including any investigation, that may give rise to a cost, subject to Executive’s obligation to repay any such advance if it is subsequently determined that he was not entitled to indemnification, and shall provide for Executive to be covered by its directors and officers, or any similar, insurance policy at the level applicable to its most senior active officers.

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 Participating Employers, the Board, the Compensation Committee, the Administrative Committee, all fiduciaries with respect to the 2009 UGI SERP, and all other persons or entities associated with the operation of the 2009 UGI SERP, and the provision of benefits thereunder, may reasonably rely on the truth, accuracy and completeness of all data provided by the Participant, including, without limitation, data with respect to age, health and marital status. Furthermore, the Participating Employers, the Board, the Compensation Committee, the Administrative Committee and all fiduciaries with respect to the 2009 UGI SERP may reasonably rely on all consents, elections and designations filed with the 2009 UGI SERP or those associated with the operation of the 2009 UGI SERP by any Participant, or the representatives of any such person without duty to inquire into the genuineness of any such consent, election or designation. None of the aforementioned persons or entities associated with the operation of the 2009 UGI SERP or the benefits provided under the 2009 UGI SERP shall have any duty to inquire into any such data, and all may rely on such data being current to the date of reference, it being the duty of the Participants to advise the appropriate parties of any change in such data.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the initiatives of a private party is not sufficient to justify holding the State responsible for those, initiatives . . .”); see also Flagg Bros., Inc. v. Brooks, 436 U. S. 149, 164-165 (1978). The TSSAA no doubt serves the public, particularly the public schools, but the mere provision of a service to the public does not render such provision a traditional and exclusive public function. See Rendell-Baker v. Kohn, 457 U. S. 830, 842 (1982). It is also obvious that the TSSAA is not an entity created and controlled by the government for the purpose of fulfilling a government objective, as was Amtrak in Lebron v. National Railroad Passenger Corporation, 513 U. S. 374, 394 (1995). See also Pennsylvania v. Board of Directors of City Trusts of Philadelphia, 353 U. S. 230 (1957) (per curiam) (<HOLDING>). Indeed, no one claims that the State of Options: A. holding that a state agency created under state law was a state actor B. holding that the state police is a state agency C. holding that a school was not a state actor even though it had to comply with many state regulations to be eligible for state funding and almost all of its students had been referred to it by the state D. holding that amtrak was a state actor E. holding that such a physician was a state actor under 1983

assistant: The best answer is A. holding that a state agency created under state law was a state actor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to ascertain its intent. The intent must be determined from the statute as a whole, as well as enactments relating to the same subject.”) (internal citation and quotes omitted); Seeba, 2006 SD 7, ¶ 12, 709 N.W.2d at 830) (noting that “[t]his Court gives ‘words their plain meaning and effect, and read[s] statutes as a whole, as well as enactments relating to the same subject ’ ”) (citations omitted) (emphasis added). Indeed, the public indecency and indecent exposure statutes prohibit the same types of obscene public exposure and were enacted and amended by the same Legislature, at the same time, and in the same bills. See 1998 SD Sess Laws ch 136, §§ 2 and 3; 2005 SD Sess Laws ch 120, §§ 298 and 299. See also Plenty Horse, 2007 SD 114, ¶ 6, 741 N.W.2d 763 n. 1, 741 N.W.2d at 765 n. 1 (<HOLDING>). Although the indecent exposure statute Options: A. holding that the legislature never intended for the dismissal and renewal statutes to overcome the statute of repose B. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes C. recognizing that in 1998 the legislature repealed a previous version of the statute and enacted two statutes in replacement D. recognizing that the two statutes are nearly identical E. holding that a statute of limitations defense raised for the first time during trial was waived construing a previous version of federal rule of criminal procedure 12 that was not substantively different from the current version

assistant: The best answer is C. recognizing that in 1998 the legislature repealed a previous version of the statute and enacted two statutes in replacement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the other Transaction Agreements and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements, and the consummation by it of the Transactions, have been duly authorized by the Board and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Purchasers, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “ Bankruptcy and Equity Exception ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the statutory purpose any more than demanding rigid compliance with those requirements does. See A.S.I., Inc. v. Sanders, No. 92-1209 PFK, 1996 WL 91626, * 4 (D.Kan. Feb.9, 1996) (finding that a plaintiff's remedial activities thwarted one of the NCP’s fundamental purposes, i.e., including the public in proposed hazardous waste cleanups). Ultimately, therefore, to give effect to the statute and regulations as enacted, enforcement of the NCP requirements can be neither too rigid nor too loose. 251 . CERCLA did not originally recognize a claim for contribution among responsible parties, but was amended "in 1986 to clarify and confirm that CERCLA did incorporate such a claim.” Pinal Creek Group, supra, 118 F.3d at 1300 (citing Key Tronic Corp., supra, 511 U.S. at 814-18, 114 S.Ct. 1960 (<HOLDING>)). Under the section added— § 9613(f) — PRP Options: A. recognizing the cause of action B. recognizing cause of action C. recognizing that numerous cases previously interpreted 107 to impliedly authorize such a cause of action D. recognizing derivative standing that bankruptcy courts can authorize E. holding that 107 continues to offer a distinct cause of action for direct recovery and additionally an implied right to contribution for prps

assistant: The best answer is C. recognizing that numerous cases previously interpreted 107 to impliedly authorize such a cause of action
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: when you ( `` you '' ) sign up with betterpoints.uk you agree to all of the terms and conditions of this agreement ( `` agreement '' ) .

assistant: Contract by using
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: contravenes U.S. Supreme Court treaty-interpretation principles. The State relies on United States v. Gallaher, 275 F.3d 784 (9th Cir.2001); United States v. Fox, 573 F.3d 1050 (10th Cir.2009); and Washington v. Olney, 117 Wash.App. 524, 72 P.3d 235 (2003). The Court finds Gallaher and Fox inapplicable because both cases involved federal prosecutions against tribal members relating to being a felon in possession of a firearm or ammunition. The standard applied to assess whether a federal statute abrogates a treaty right is fundamentally different than the standard applied to assess whether a state may regulate an Indian’s exercise of an “in common” treaty usufructuary right. See Menominee Tribe of Indians v. United States, 391 U.S. 404, 411 n. 12, 88 S.Ct. 1705, 20 L.Ed.2d 697 (1968) (<HOLDING>); Solis v. Matheson, 563 F.3d 425, 437 (9th Options: A. holding that requiring a permit and the restoration of the land after the mining operations had concluded did not preempt federal law however the court did recognize that where a state regulation rendered it impossible to exercise a right granted through federal legislation that state regulation would be in conflict with the federal right B. recognizing that a treaty is a supreme law of the land and therefore generally not subject to state regulation absent congressional cessation C. holding in context of local environmental review process that ajesthetics is generally a valid subject of regulation and concern D. recognizing that when an agency promulgates a regulation that is intended to preempt state law the regulation should not be disturbed unless there is evidence that it is contrary to congressional intent E. recognizing that sale of insurance affects the public interest and is subject to state regulation

assistant: The best answer is B. recognizing that a treaty is a supreme law of the land and therefore generally not subject to state regulation absent congressional cessation
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 with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

assistant: Disclosures
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 shall pay the Executive an annual rate of base salary of $360,000 which shall accrue commencing as of the Effective Date and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing; and thereafter payable in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly. The Executive's base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. The Executive's annual base salary, as in effect from time to time, is hereinafter referred to as " Base Salary ".

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the occurrence and during the continuance of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: between the activity out of which the violation — i.e., the shooting — occurred and the teacher's duties and obligations as a teacher. Thus, the teacher acted under color of state law, and the student may bring a § 1983 action. Consequently, the majority essentially raises to the level of a constitutional violation all torts committed by teachers against students. 24 . See McLaren v. Imperial Casualty & Indem. Co., 767 F.Supp. 1364, 1370-71 (N.D.Tex.1991) (finding that a sexual assault committed by a police officer was, under Texas law, committed outside the scope of his employment), aff'd, 968 F.2d 17 (5th Cir.1992) (table: unpublished opinion), cert. denied, - U.S. -, 113 S.Ct. 1269, 122 L.Ed.2d 665 (1993); Smith v. M Sys. Food Stores, Inc., 156 Tex. 484, 297 S.W.2d 112, 114 (1957) (<HOLDING>); see also Morgan v. Tice, 862 F.2d 1495, 1499 Options: A. holding sexual assault by officer not within scope of employment even though officer on duty in uniform and serving warrant on woman he raped B. holding that a suspended chicago police officer was not acting within his scope of employment when discharging his weapon in the neighboring municipality of cicero C. holding that scope of employment was an issue for the jury where a chicago police officer was off duty but within the city limits when he shot the plaintiff D. holding as a matter of law that a police officer was not acting within the scope of his employment when assaulting an acquaintance of a woman he had detained E. holding as a matter of law that an offduty government agent was not acting within the scope of his employment when he was driving home intoxicated after completing his tour of duty because on no basis would the court conclude that drinking and driving after work hours fell within the scope of the dea agents employment

assistant: The best answer is D. holding as a matter of law that a police officer was not acting within the scope of his employment when assaulting an acquaintance of a woman he had detained
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 case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No term of the Credit Documents and/or Security Documents may be amended, and the performance or observance by the parties to a Credit Document or a Security Document of any term of such Credit Document or Security Document may not be waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the Requisite Lenders; provided, however, that except for amendments relating to the adjustment of the amount of principal, the rate of interest, the payment of premiums or the date of maturity, any permitted amendment or waiver under this Section 5.1 shall constitute an amendment or waiver applicable all Credit Documents and Security Documents (on a pro rata basis in accordance with the amount of the Obligations owed to each Lender, as appropriate), as the case may be.

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 case excerpt and choose the best holding from the options. Case excerpt: added, citations omitted); see also United States v. Alicea, 205 F.3d 480, 484 (1st Cir.2000) (“In a single, multi-count trial, acquittal on one or more counts does not preclude conviction on other counts based upon the same evidence, as long as that evidence is legally sufficient to support a finding of guilt on the count(s) of conviction.” (emphasis added)); United States v. Church, 955 F.2d 688, 695 (11th Cir.1992). Thus, while the jury found that the Government had not proved the crimes of aggravated rape and unlawful sexual contact beyond a reasonable doubt, it was free to use Harvey’s testimony that Martinez raped her when considering whether he had formed the specific intent to rape at an earlier point in time. See United States v. Sriyuth, 98 F.3d 739, 747 (3d Cir.1996) (<HOLDING>); United States v. Bradshaw, 690 F.2d 704, 708 Options: A. holding other crimes evidence admissible to show motive where motive was put in issue by defense at trial B. holding evidence of sexual assault relevant to show defendants motive in kidnapping victim C. holding that merger did not apply because sexual assault was not a lesser included offense of seconddegree kidnapping involving sexual assault D. holding that evidence that the defendant had stalked threatened and assaulted the victim his exgirlfriend was evidence as to the nature of the defendants relationship with the victim and that it was relevant to establish motive E. holding that past instances of physical contact between parties in sexual assault case admissible to show relationship intent opportunity and defendants attraction to alleged victim

assistant: The best answer is B. holding evidence of sexual assault relevant to show defendants motive in kidnapping victim
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 binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Parent, the Buyer, the Shareholder and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its affiliates, (ii) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer.

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 Company shall have the right to withhold from any payments due under the Plan (or with respect to amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event Executive’s employment hereunder is terminated by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death (or such earlier date as may be required by law) in a lump sum in cash, (i) Executive’s Base Salary through the end of the month in which his death occurs and (ii) any Accrued Obligations (as defined in Section 1(f) below). In addition, any incentive equity or equity-linked awards in or relating to equity of the Company or its subsidiaries ( e.g. , restricted stock, restricted stock units, stock options, phantom stock or similar instruments) that are outstanding and unvested as of the date of such termination of employment and that would have vested at any time through the first anniversary of the date of the termination of Executive’s employment with the Company (the “ Termination Date ”) shall vest upon Executive’s death and shall be settled in accordance with their terms. Notwithstanding the foregoing, (A) any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied, and (B) the terms of any future awards may be varied in the governing documents of such award.

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: Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Governmental Entity or under any Regulatory Law, in each case to the extent applicable, in connection with the transactions contemplated by the Transaction Documents.

assistant: Further Assurances