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: This Agreement together with the Notice of Grant and the 2015 Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Notice of Grant. Each party to this Agreement and the Notice of Grant acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Notice of Grant or the 2015 Plan and that any agreement, statement, or promise that is not contained in this Agreement, the Notice of Grant or the 2015 Plan shall not be valid or binding or of any force or effect. Notwithstanding anything to the contrary contained in the Notice of Grant, this Agreement or in the 2015 Plan, in the event of any conflict between the terms and conditions of the Option as set forth in the Notice of Grant, this Agreement and in the 2015 Plan, as the case may be, and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall govern unless the conflicting provision in the Notice of Grant, this Agreement or in the 2015 Plan, as the case may be, is more favorable to the Participant; in which case, the provision more favorable to the Participant shall govern; provided, however, that notwithstanding the foregoing, in no event shall any extended exercise period set forth in the Employment Agreement modify or extend the Option Expiration Date as set forth in the Notice of Grant.

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: impeached. Stokes and Ghent said that they recognized Williams from Little League baseball, but that was some seventeen years beforehand. Also, Ghent failed to mention Williams by name in the 9-1-1 call even though he testified he recognized Williams as soon as he walked in the door. In fact, at first Ghent told the. 9-1-1 operator, “I didn’t know who it was.” Later in the call he said, “I think I know who the person is.” Only after the two men returned to the scene and spoke together did they both positively identify the perpetrator as Fabian Williams. Furthermore, because the evidence of flight established an inference of consciousness of guilt, we simply cannot say that that this evidence did not contribute to the verdict. See State v. DiGuilio, 491 So.2d 1129, 1135 (Fla.1986) (<HOLDING>). Because the evidence was insufficient to Options: A. holding that harmless error test is satisfied when there is no reasonable possibility that the error contributed to the conviction B. holding that an error is harmless if there is no reasonable possibility that it contributed to the conviction C. holding that a constitutional error is harmless where it can be proved beyond a reasonable doubt that the error complained of did not contribute to the verdict obtained D. holding that the harmless error test places a burden on the state to prove that the error complained of did not contribute to the verdict or alternatively stated that there is no reasonable possibility that the error contributed to the conviction E. holding that under the harmless error standard an appellate court must determine whether there is a reasonable possibility that the error complained of might have contributed to the conviction

assistant: The best answer is D. holding that the harmless error test places a burden on the state to prove that the error complained of did not contribute to the verdict or alternatively stated that there is no reasonable possibility that the error contributed to the conviction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The parties hereto each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 2(b) of this Agreement, if the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason within twelve (12) months after a Change in Control, the Bank shall continue or cause to be continued life and health insurance coverage substantially identical to the coverage maintained for the Executive before termination and in accordance with the same schedule prevailing before employment termination. The insurance coverage shall cease thirty-six (36) months after the Executive’s termination.

assistant: Benefits
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: Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance. That notwithstanding, the Holder may in the interest of securing issuance and/or delivery of Common Stock before the Deadline, at any time from time to time, in its sole discretion elect to pay any such fees or charges upfront, and Company agrees that any such fees or charges as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright refusal to pay, Holder’s interest in securing issuance and/or delivery of Common Stock before the Deadline, or otherwise), will be at Company’s expense, and the conversion amount will automatically be reduced by that dollar amount to cover the cost of the fees or charges as noted in this Section.

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 case excerpt and choose the best holding from the options. Case excerpt: We should also note that we find nothing objectionable about the fact that the issuance of the FONSI was predicated on Longhorn agreeing to certain mitigation measures. This Court has never explicitly upheld the issuance of a so-called “mitigated FONSI.” This situation occurs when an agency or an involved third party agrees to employ certain mitigation measures that will lower the otherwise significant impacts of an activity on the environment to a level of insignificance. In this way, a FONSI could be issued for an activity that otherwise would require the preparation of a full-blown EIS. Other circuits have endorsed such a practice. For example, in Cabinet Mountains Wilderness v. Peterson, 685 F.2d 678 (D.C.Cir.1982), the District of Columbia Circuit Court of Appeals held Cir.1985) (<HOLDING>). Accordingly, we find no basis for objecting Options: A. holding that judicial review of an administrative agencys decision is limited solely to whether given the relevant standard and facts the agencys decision was arbitrary illegal capricious or unreasonable B. holding that when an administrative agencys decision was a mixed question of fact and law a reviewing court should apply a clearly erroneous standard of review C. holding that reviewing court may consider trial evidence in reviewing denial of motion to suppress D. holding that it was proper to consider restrictions placed on dredging permits in reviewing the agencys decision not to file an eis and citing cabinet mountains 685 f2d at 682 E. holding that an agencys decision not to prepare an eis was unreasonable because record demonstrated that four of the regulatory factors were implicated

assistant: The best answer is D. holding that it was proper to consider restrictions placed on dredging permits in reviewing the agencys decision not to file an eis and citing cabinet mountains 685 f2d at 682
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated (if telecommunicated electronically, be followed by delivery via overnight courier or U.S. Mail), or delivered as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or communication is addressed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

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: Buyer represents and warrants to Seller that no brokerage commission, finder’s fee or other compensation is due or payable with respect to the transactions contemplated herein arising from Buyer’s actions or omissions, except to CS Capital Advisors, LLC (“ Buyer’s Broker ”). Buyer shall pay any commission and/or fee payable to Buyer’s Broker pursuant to a separate agreement. Buyer hereby agrees to indemnify, defend, and hold the Seller Parties harmless from and against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Seller by reason of any breach or inaccuracy of Buyer’s representations and warranties contained in this Section 22 . Seller represents and warrants to Buyer that no brokerage commission, finder’s fee or other compensation is due or payable with respect to the transactions contemplated herein arising from Seller’s actions or omissions. Seller hereby agrees to indemnify, defend, and hold the Buyer harmless from and against any losses, damages, costs and expenses (including, but not limited to, actual attorneys’ fees and costs) incurred by Buyer by reason of any breach or inaccuracy of the representations and warranties contained in this Section 22 . The provisions of this Section 22 shall survive the Close of Escrow.

assistant: Brokers
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 otherwise specified herein, all notices, requests, demands, consents, instructions or other communications to or upon the Debtors (which shall be sent care of the Borrower) or the Administrative Agent under this Security Agreement shall be given as provided in Section 8.01 of the Credit Agreement.

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

user: VENDOR shall immediately notify UNIVERSITY in writing of any subpoena, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure.

assistant: Yes
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: Rico. Taber Partners I, 798 F.Supp. at 912. We do not concur in the district court’s analysis. III. DISCUSSION A district court’s determination of citizenship for purposes of diversity jurisdiction is a mixed question of law and fact. As such, we will not set aside the district court’s decision unless it is “clearly erroneous.” Lundquist v. Precision Valley Aviation, Inc., 946 F.2d 8, 11 (1st Cir.1991); Media Duplication, 928 F.2d at 1237. In addition, we review the facts of this case mindful that the party invoking the jurisdiction of a federal court carries the burden of proving its existence. See, e.g., Lundquist, 946 F.2d at 10. In this circuit, we corporate identity of parent where evidence showed it operated independently of wholly-owned subsidiary); de Walker, 569 F.2d at 1173 (<HOLDING>). Accord Danjag, S.A. v. Pathe Communications Options: A. recognizing separate corporate identity of parent despite evidence that parent was alterego of its subsidiary and was being sued for acts of its subsidiary B. recognizing separate corporate identity of subsidiary holding company despite evidence that it could not act without the express permission of its parent and that its sole function was to serve as financial conduit for parent C. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations D. recognizing separate corporate identity of parent despite evidence that subsidiary performed the lions share of the film production for the parent E. holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control

assistant: The best answer is C. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations
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 issuance of Conversion Shares on conversion of this Note shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of the Note and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

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 business and operations of the Acquiror Company have been and are being conducted in accordance with all applicable Laws and Orders. The Acquiror Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiror Company and, to the knowledge of the Acquiror Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. The Acquiror Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiror Company, any event or circumstance relating to the Acquiror Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiror Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby.

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 case excerpt and choose the best holding from the options. Case excerpt: was not providing a necessary service akin to that provided by a public utility or common carrier. Thus refined, our analysis in this matter turns on the first two inquiries identified in Gershon, supra: whether enforcement will implicate a matter of public interest and the related question of whether Powerhouse is under some legal duty to perform. 368 N.J.Super. at 248, 845 A.2d 720. B. When considering whether enforcement of the instant exculpatory agreement would adversely affect the public interest, the inquiry naturally blends into an examination of whether the exculpated party is under a legal duty to perform. Exculpatory agreements that attempt to release liability for statutorily imposed duties have been held invalid. See, e.g., McCarthy, supra, 48 N.J. at 543, 226 A.2d 713 (<HOLDING>). When the subject of an exculpatory agreement Options: A. holding exculpatory clause limiting liability arising out of car racing unenforceable due to statute regulating field and its expressed public policy in protecting participants and spectators B. holding it against public policy for a hospital to extract an exculpatory agreement from its patients prior to treatment C. holding physicians covenants not to compete are unenforceable and void as a matter of public policy D. holding that the restrictive covenants at issue are unenforceable as a matter of public policy E. holding unenforceable parents execution of exculpatory agreement on behalf of child

assistant: The best answer is A. holding exculpatory clause limiting liability arising out of car racing unenforceable due to statute regulating field and its expressed public policy in protecting participants and spectators
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 Loan Documents constitute the entire understanding and agreement between Borrower, Guarantor and Agent with respect to the transactions arising in connection with the Loan and this Guaranty. The Loan Documents supersede all prior written or oral understandings and agreements between Borrower, Guarantor and Agent with respect to the Loan and this Guaranty.

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: L.Ed.2d 203 (1993).. In Herrera, the Court explained that “the threshold showing for such an assumed right would necessarily be extraordinarily high,” and found that the petitioner’s evidence was “far short of that which would have to be made in order to trigger the sort of constitutional claim which we have assumed, arguendo, to exist.” Id. at 417, 418-19, 113 S.Ct. 853. Whether a freestanding actual innocence claim is cognizable remains an open question. McQuiggin v. Perkins, — U.S. -, 133 S.Ct. 1924, 1931, 185 L.Ed.2d 1019 (2013) (“We have not resolved whether a prisoner may be entitled to habeas relief based on a freestanding claim of actual innocence.”); District Attorney’s Office for the Third Judicial District v. Osborne, 557 U.S. 52, 71, 129 S.Ct. 2308, 174 L.Ed.2d 38 (2009) (<HOLDING>); House v. Bell, 547 U.S. 518, 554-55, 126 Options: A. holding that a right to be released when a joint tortfeasor has been released is a vested right B. holding right to testify was federal constitutional right C. recognizing that the court has assumed arguendo that there is a federal constitutional right to be released upon proof of actual innocence but also noting the difficult questions such a right would pose and the high standard any claimant would have to meet D. recognizing the right to trial by jury is a constitutional right to be given the same protections as other constitutional rights E. holding that there is no federal or colorado constitutional right to postconviction counsel but there is a limited statutory right

assistant: The best answer is C. recognizing that the court has assumed arguendo that there is a federal constitutional right to be released upon proof of actual innocence but also noting the difficult questions such a right would pose and the high standard any claimant would have to meet
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: her, ya know, to the front.” 10 . We note, however, that the trial court addressed the particularized guarantees of trustworthiness at length and found that there was ample evidence of reliability to support admission of these statements. We agree with this finding. 11 . SDCL 16-13-10.2 provides: "No citizen shall be excluded from service as a grand or petit juror in the courts of this state on account of race, color, religion, sex, national origin or economic status.” 12 . The venue for Aesoph's trial was changed from Hyde County to Lyman County. Therefore, the sheriff that investigated the crime, Volek, was not the same sheriff that contacted the additional jurors. Thus, there is no potential for a claim of conflict of interest. See O'Neal v. Delo, 44 F.3d 655, 662-63 (8thCir.1995) (<HOLDING>). 13 . It is worth noting that tribal members Options: A. holding that conspiracy to commit murder is not lesserincluded offense of firstdegree murder B. holding that trial court abused its discretion in failing to make a proper inquiry of jurors andor failing to strike jurors for cause after jurors explicitly expressed bias C. holding that murder guideline is appropriate when death results from arson but not reaching issue of whether first or second degree murder guideline is appropriate because the district court although initially applying the guidelines for first degree murder had departed downward pursuant to application note 1 to ussg 2a11 on the ground that the death was not caused intentionally or knowingly D. holding statute stating that judge could excuse jurors was violated when jury commissioners excused jurors E. holding when sheriff or staff were not participants in murder investigation contacting additional jurors is appropriate

assistant: The best answer is E. holding when sheriff or staff were not participants in murder investigation contacting additional jurors is appropriate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Security Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantor and the Lender relating to the Collateral and supersedes all prior agreements and understandings between the Grantor and the Lender relating to the Collateral.

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: beliefs of the people and in their conviction of what is just and right and in the interests of the public weal. Shick, 716 A.2d at 1235-36 (quoting Mamlin, 17 A.2d at 409). Fraser argues that his case fits within Hennessy’s first two exceptions: Nationwide fired him for refusing to commit a crime and for his attempt to comply with a statutorily imposed duty. We find these arguments unconvincing. Even assuming that the Pennsylvania Supreme Court would also view these as exceptions to an employer’s right to fire an at-will employee, Fraser has presented no evidence that Nationwide directed him to commit any crime, nor has he pointed us to any statutory duty to report Nationwide’s violations of the law. Compare Field v. Philadelphia Electric Co., 388 Pa.Super. 400, 565 A.2d 1170 (1989) (<HOLDING>), with Hennessy v. Santiago, 708 A.2d 1269 Options: A. holding that a union employee protected by a collective bargaining agreement was in no different position than an atwill employee and could similarly maintain an action for wrongful discharge for reporting workplace safety violations B. holding termination wrongful when employee had a statutory duty to report violations C. holding that although incorrect drug report was detrimental to employee employee had no claim against hospital because the report was not intended to primarily or directly benefit the employee D. holding that to establish a pattern of unlawful activity in a ease involving currency transaction report violations the government must prove that the currency transaction report violations were both repeated and related to one another E. holding a claim for wrongful termination in violation of public policy is not available where the employee has an existing statutory remedy

assistant: The best answer is B. holding termination wrongful when employee had a statutory duty to report violations
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: 428 U.S. at 375, 96 S.Ct. 3092 (finding the search of respondent’s car reasonable because the officers “were indisputedly engaged in a caretaking search of a lawfully impounded automobile” where the owner had left his car illegally parked for an extended period of time and was not present to make other arrangements for the safekeeping of his belongings); Cartwright, 630 F.3d at 615 (finding the officers’ actions in impounding a car according to department policy were reasonable where the car was parked in a parking lot between two rows of parking spaces and not in a designated spot and the arrestee and his unlicensed passenger “had no means of ensuring the ‘speedy and efficient’ removal of her car from the parking lot”); United States v. Cherry, 436 F.3d 769, 774 (7th Cir.2006) (<HOLDING>); United States v. Briggs, 273 F.3d 737, 739 Options: A. holding that cocaine seized pursuant to search of defendants car was not admissible under good faith exception because affidavit did not establish connection between car and criminal activity B. holding that the driver of a car who had permission to use the car had standing to challenge its search C. holding that defendants had no standing where they conceded that they did not own the automobile searched and were simply passengers the owner of the car had been the driver of the vehicle at the time of the search D. holding that the district court did not commit clear error in finding that officers were authorized to tow the defendants car from alongside the interstate to a safe location and followed standard procedures in conducting an inventory search of the defendants car after they discovered he lacked proof of insurance E. holding that there was probable cause for arrest where officers knew defendants had recently been with suspected drug dealer officers saw defendants car being maneuvered so as to indicate that surveillance had been detected and when officers approached car defendant attempted to place package under car and then pulled the package back inside the car and closed and locked the car door

assistant: The best answer is D. holding that the district court did not commit clear error in finding that officers were authorized to tow the defendants car from alongside the interstate to a safe location and followed standard procedures in conducting an inventory search of the defendants car after they discovered he lacked proof of insurance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments provided for herein shall be reduced by any amounts required to be withheld from time to time under applicable federal, state or local income or employment tax law or similar statutes or other provisions of law then in effect.

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: The Company will withhold from any Severance Benefit and Retention Incentive all federal, state, local and other taxes required to be withheld therefrom and any other required payroll deductions.

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: If the Company's Board of Directors decides not to nominate the Participant for an additional term as a member of the Company’s Board of Directors, unless such decision is for Cause, the Restricted Stock Units shall vest on the date of the Company’s next Annual Meeting of Stockholders, at which directors are elected; provided that the Participant continues as a member of the Company’s Board of Directors until such date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term and for such longer period as may be required by Applicable Law, Distributor shall maintain records in accordance with GAAP, consistently applied, which shall document its performance and compliance in accordance with this Agreement. Upon not less than ten (10) business days’ prior written notice, Supplier may perform an audit of the foregoing records at its’ sole expense during the Term and for one (1) calendar year after the termination of this Agreement (or such longer period as may be required by Applicable Law). Such audits shall be performed during regular business hours using the services of a third-party independent professional auditor mutually acceptable to the Parties. Distributor shall not unreasonably withhold or condition its approval of any auditor acceptable to Supplier. No auditor shall be allowed to perform an audit without first executing a confidentiality agreement reasonably acceptable to the Distributor and Supplier. Any such audit shall be completed within thirty (30) calendar days of the date that Distributor provides the available documentation to the auditor. Any information obtained by the audit shall be kept confidential and shall not be disclosed to a third party unless disclosure is required by Applicable Laws. Supplier may not conduct more than one (1) audit in each calendar year and the scope of the audit shall be limited to records relating to the immediately preceding twelve (12) calendar months.

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: wages and fringe benefits owed to government contractors’ employees, to whom it simply confers an administrative remedy. 41 U.S.C. §§ 351 & 352. As to claims for overtime pay, the Service Contract Act refers to other applicable federal laws, thus it does not provide a cause of action for such claims. 41 U.S.C. § 355. The Contract Work Hours and Safety Standards Act (“C.W.H.S.S.A.”), 40 U.S.C. §§ 327 & 330 regulates the overtime compensation of laborers and mechanics employed by a government contractor whose contract exceeds $100,000. 40 U.S.C. § 329(a) & (c) (Supp.1995). However, it does not provide for the compensation of work performed during the meal period. Moreover, like the Service Contract Act, it does not create a private cause of action. 40 U.S. , 460-461 (5th Cir.1966) (<HOLDING>). In support of its allegation in favor of Options: A. holding that the flsa is not within the purview of section 5 of the fourteenth amendment B. holding under flsa C. holding that the complaint stated a claim under the flsa where it alleged that parties were an employer and employees within meaning of act and that the defendantemployers operation constitutes an enterprise engaged in commerce within the meaning of the act D. holding that employees of an air force contractor providing water sewage janitorial and custodial services to the base office buildings living and recreational areas were not within the protection of the flsa E. holding that the flsa applies to the employees of a us navy contractor because they were considered engaged in interstate commerce

assistant: The best answer is D. holding that employees of an air force contractor providing water sewage janitorial and custodial services to the base office buildings living and recreational areas were not within the protection of the flsa
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 contains the entire understanding of the Parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants, or undertakings between the Parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the Parties hereto. Without limiting the foregoing, this Agreement supersedes and extinguishes all existing employment and similar or related agreements and promises between the Executive and the Company, the Partnership and its affiliates and related entities.

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: Next, we consider the trial court’s admission of evidence of the child’s rib fractures. We again view the evidence in the light most favorable to the Commonwealth. The record shows that appellant as well as his wife and mother had the opportunity to cause the rib fractures. The evidence of the rib fractures, when considered together with the evidence that appellant caused the fractures, was probative on the issue of malice. Evidence that appellant maliciously caused the rib fractures tended to prove that the child’s shaking death at the hand of appellant was not an isolated incident, but, rather, was one of a series of forceful shakings, supporting a finding that the shaking death was committed with malice. Cf. Smart v. Commonwealth, 219 Va. 168, 170, 246 S.E.2d 892, 893 (1978) (<HOLDING>). In Smart, the Commonwealth “merely showed Options: A. holding that the trial court properly excluded evidence relating to a purported additional suspect where the evidence was speculative and had little or no probative value B. holding that the trial court properly failed to instruct the jury on voluntary intoxication and manslaughter where there was no evidence that the appellant was intoxicated at the time of the offense although there was evidence that the appellant had been drinking beer on the day of the offense where there was no evidence concerning the quantity of beer he had consumed C. holding that if no evidence was presented to support the prevailing party there is no evidence upon which to apply the substantial evidence test and therefore the capricious disregard standard applies D. holding that where the commonwealth presented no evidence linking appellant to injuries such evidence had no probative value to the commonwealths theory of the case E. recognizing the probative value of objective and reliable hearsay evidence

assistant: The best answer is D. holding that where the commonwealth presented no evidence linking appellant to injuries such evidence had no probative value to the commonwealths theory of the 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: proceeding under 21 U.S.C. § 848, as opposed to the civil forfeiture proceeding at issue in this case. See Oberlin, 718 F.2d at 896. Furthermore, Oberlin recognized this distinction, noting that the defendant’s criminal conviction and the criminal forfeiture were intended as a penalty, and thus abated. Id. Potter also argues that the Supreme Court’s decision in Shaffer v. Heitner, 433 U.S. 186, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977), eliminates the distinction between in rem and in personam proceedings such that those labels can no longer be the basis for distinguishing civil and criminal forfeiture proceedings. Thus, she contends, Shaffer calls into question the validity of Calero-Toledo v. Pearson Yacht Leasing Co., 416 U.S. 663, 676-79, 94 S.Ct. 2080, 2088-90, 40 L.Ed.2d 452 (1974) (<HOLDING>). Shaffer is distinguishable from Options: A. holding that 18month delay in filing forfeiture action did not violate due process B. holding recoupment statute unconstitutional because it did not provide for a hearing prior to entry of judgment C. holding that the defendants property interest requires a preseizure hearing D. holding a puerto rican forfeiture statute modeled after 881a which did not provide for preseizure notice and hearing did not deny appellant due process E. recognizing due process right to notice and informal hearing in school disciplinary process

assistant: The best answer is D. holding a puerto rican forfeiture statute modeled after 881a which did not provide for preseizure notice and hearing did not deny appellant due process
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 that any provision of this Agreement, the Note, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement, the Irrevocable Transfer Agent Instructions, the Warrant or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note, the Pledge Agreement,, the Security Agreement, the Intercreditor Agreement, the Irrevocable Transfer Agent Instructions, the Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby.

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: The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, material adverse effect or other similar term, which shall be true and correct in all respects) of the Closing with the same force and effect as though made as of the Closing (except that representations and warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid) on such date); the Seller shall have in all material respects performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Seller on or prior to the Closing.

assistant: Representations
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 Parent, the Borrower, and the Borrower’s Subsidiaries have filed or caused to be filed all United States federal tax returns or extensions relating thereto and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Parent, the Borrower, or any of the Borrower’s Subsidiaries, except (a) such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Adequate charges, accruals and reserves in respect of any taxes or other governmental charges have been provided on the books of the Parent, the Borrower and the Borrower’s Subsidiaries in accordance with GAAP.

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 case excerpt and choose the best holding from the options. Case excerpt: persecution. But this, too, begs the question under the regulations, which is whether living, working, and applying for some type of refugee or asylum status amounts to a formal offer of resettlement such that the burden of showing that he was not in fact resettled shifted to Maharaj. Thus, we must decide what role, if any, the Cheo presumption plays in a case where there is evidence that an alien lived in a third country for four years, was permitted to work, and had an application for some kind of residence status pending. This leads us, in turn, to consider anew how best to interpret the firm resettlement regulation, and to clarify the construct under which we analyze whether the mandatory bar a ernment bears the initial burden of showing firm resettlement); Abdille, 242 F.3d at 491 (<HOLDING>); Mussie, 172 F.3d at 332 (holding that “[o]nce Options: A. holding that section 523a2c shifts the burden of production and not the burden of proof on the issue of intent only B. holding that appellant bears burden of establishing jurisdiction by a preponderance of the evidence C. holding that the government bears the initial burden of producing evidence that a third country offered the applicant some type of permanent resettlement or evidence a third country officially sanctioned the aliens indefinite presence D. holding employer satisfied its burden of production E. holding that under the regulations the ins bears the initial burden of producing evidence that indicates that the firm resettlement bar applies and should the ins satisfy this threshold burden of production both the burden of production and the risk of nonpersuasion then shift to the applicant to demonstrate by a preponderance of the evidence that he or she had not firmly resettled in another country

assistant: The best answer is E. holding that under the regulations the ins bears the initial burden of producing evidence that indicates that the firm resettlement bar applies and should the ins satisfy this threshold burden of production both the burden of production and the risk of nonpersuasion then shift to the applicant to demonstrate by a preponderance of the evidence that he or she had not firmly resettled in another country
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge and agree that : ( i ) by using the skype websites and/or software you may be exposed to content that you may find offensive or indecent and you do so at your own risk ; ( ii ) you are solely responsible for , and skype has no responsibility to you or any third party for any user submissions that you create , submit , post or publish on the skype websites or through the software ; ( iii ) skype does not guarantee any confidentiality with respect to user submissions , whether or not they are published ( iv ) skype is not responsible for any user submissions that you may have access to through your use of the skype websites or software and all user submissions are the responsibility of the person from whom such user submissions originated .

assistant: None