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: The Company will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, Luxembourg Domiciliary Law, Environmental Laws and ERISA and the rules and regulations thereunder) except where (i) the necessity of compliance therewith is contested in good faith by appropriate proceedings, (ii) no officer of the Company is aware that the Company or any Subsidiary has failed to comply therewith or (iii) the Company has reasonably concluded that failure to comply is not likely to have a Material Adverse Effect. The Company will maintain in effect policies and procedures reasonably designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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: If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions under this Agreement, with or without reasonable accommodation, the Chief Executive Officer may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Term or during the period of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the period set forth in Section 7(b)(i) below. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer (to whom the Executive or the Executive’s guardian has no reasonable objection) as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer’s determination of such issue shall be binding on the Executive. Nothing in this Section 6(e) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq . and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

assistant: Disability
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 Loan Party nor any of its Restricted Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound in any respect that would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

assistant: No Defaults
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 FSIA. 28 U.S.C. § 1603(a), (b); see World Wide Br. at xiii. As such, like Kazakhstan, the State Committee is entitled to immunity unless one of the statute’s enumerated exceptions applies. Id: § 1604. 9 . This was so despite the .fact that Kazatom-prom devoted a substantial portion of its brief to arguing against the applicability of the commercial activity exception. See Kazatom-prom Br. at 14-24. 10 . The defense of sovereign immunity may be raised at any time because, if valid, it means that the court lacks power to hear the case. See Steel Co., 523 U.S. at 94-95, 118 S.Ct. at 1012-13. A challenge to. sovereign immunity, by contrast, is an argument that can be waived. See Watters v. Washington Metro. Area Transit Auth., No. 01-7092, slip. op. at 7 n.13 (D.C.Cir. July 17, 2002) (<HOLDING>). 11 . As we have previously noted, the “FSIA Options: A. holding that claims made but not argued in a brief are waived B. holding that a claim that sovereign immunity has been waived is itself waived if not argued on appeal C. holding assignments of error not argued on brief are waived for purposes of appeal D. holding that an issue not raised on appeal is waived E. recognizing that immunity may be waived

assistant: The best answer is B. holding that a claim that sovereign immunity has been waived is itself waived if not argued on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any disputes arising under or in connection with this Agreement or Executive’s employment shall be resolved by binding arbitration, to be held in New York, New York in accordance with the Employment Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). Brixmor and Executive will each select an arbitrator, and a third arbitrator will be selected jointly by the arbitrators selected by Brixmor and Executive within 15 days after demand for arbitration is made by a Party. If the arbitrators selected by the Brixmor and Executive are unable to agree on a third arbitrator within that period, then either the Brixmor or Executive may request that the AAA select the third arbitrator. The arbitrators will possess substantive legal experience in the principal issues in dispute and will be independent of Brixmor and Executive. To the extent permitted by applicable law and not prohibited by Brixmor’s certificate of incorporation and bylaws, the Parties shall equally bear the fees and expenses of the arbitrators and the AAA and the Parties shall bear their own costs and attorneys’ fees. Except as may otherwise be agreed in writing by the Parties or as ordered by the arbitrators upon substantial justification shown, the hearing for the dispute will be held within 60 days of submission of the dispute to arbitration. The arbitrators will render their final award within 30 days following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrators. The arbitrators will state the factual and legal basis for the award. The decision of the arbitrators will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Notwithstanding the foregoing, claims brought by Brixmor under Section 7 may be brought in any state or federal court of competent jurisdiction where there is proper venue, and Executive agrees and submits to the exclusive jurisdiction of any such court for such claims.

assistant: Arbitration
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: For example, interrogation in a police station does not amount to custody per se. See Oregon v. Mathiason, 429 U.S. 492, 495, 97 S.Ct. 711, 50 L.Ed.2d 714 (1977); California v. Beheler, 463 U.S. 1121, 1125, 103 S.Ct. 3517, 77 L.Ed.2d 1275 (1983); Ashe, 125 Md.App. at 551, 726 A.2d 786. As the Supreme Court explained in Mathiason, 429 U.S. at 495, 97 S.Ct. 711: Any interview of one suspected of a crime by a police officer will have coercive aspects to it, simply by virtue of the fact that the police officer is part of a law enforcement system which may ultimately cause the suspect to be charged with a crime. But police officers are not required to administer Miranda warnings to everyone whom they question. Another established rule is that police do not violate Mira th Cir.1969) (<HOLDING>); State v. Patterson, 146 N.C.App. 113, 552 Options: A. holding that appellants complaint on appeal that the environment was coercive did not change the fact that he was not in custody when he voluntarily went to the police station was told several times he could leave and did leave after the interrogation B. holding that accused was not in custody when told he was not under arrest and was free to leave and did in fact freely leave the interview C. holding that a defendant who was told several times he was not under arrest and who never asked to leave during an interview with investigators was not in custody D. holding that the defendant was placed in official detention when two police officers approached him and told him that he was under arrest as the defendant could not reasonably have believed that he was free to leave E. holding in the context of a prosecution for second degree escape that although defendant was not handcuffed he had nonetheless been placed under arrest had had his liberty restrained in that he was not free to leave and at that point the first step in the process of transporting him to the police station had begun consequently the defendants arrest was complete and he was in custody

assistant: The best answer is B. holding that accused was not in custody when told he was not under arrest and was free to leave and did in fact freely leave the interview
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 first, second and third anniversaries of the Date of Grant (each, a “Vesting Date”), one-third of the Units that have not been previously forfeited shall become vested. The Human Resources and Compensation Committee of the Company’s Board of Directors (the “Committee”) may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the vesting period as to some or all of the Units at any time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “[a] departure from the essential requirements of the law is not mere legal error, but instead, involves a ‘gross miscarriage of justice’ ”). Where the issue before the circuit court involves statutory construction, a writ of certiorari may be . appropriate where the circuit court does not apply the plain and unambiguous language of the relevant statute, resulting in an egregious error. See Nader, 87 So.3d at 723 (“[A] district court may grant a writ of certiorari after determining that the decision is in conflict with the relevant statute, so long as the legal error is also ‘sufficiently egregious or fundamental to fall within the limited scope’ of certiorari jurisdiction.” (quoting Allstate Ins. Co. v. Kaklamanos, 843 So.2d 885, 890 (Fla. 2003))); see also Fernandez, 114 So.3d at 272 (<HOLDING>); Justice Admin. Comm’n v. Peterson, 989 So.2d Options: A. holding that when the language of a statute is clear courts should not substitute their judgment for that of congress and should enforce the statute according to its terms B. recognizing court must enforce unambiguous contract according to its terms C. holding that when a statutes terms are clear and unambiguous on their face there is no room for statutory construction and a court must apply the statute according to its literal meaning D. holding that if the statutory terms are unambiguous a courts review ends and the statute is construed according to the plain meaning of its words E. holding that circuit courts failure to apply statute according to its clear and unambiguous terms amounted to failure to apply clearly established law

assistant: The best answer is E. holding that circuit courts failure to apply statute according to its clear and unambiguous terms amounted to failure to apply clearly established law
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 employ Employee as the Company’s Senior Vice President, Research & Development and Employee shall serve the Company in such position, under this Agreement and subject to the authority and direction of the Board of Directors of the Company (the “ Board ”) or its designee. Employee shall (a) devote his or her full-time professional efforts, attention and energies to the business of the Company, (b) owe an undivided duty of loyalty to the Company and (c) faithfully and to the best of Employee’s abilities perform his or her duties hereunder. Employee may serve as a director or committee member of other corporations, charitable organizations and trade associations (provided that the Company is notified in advance of all such positions) and may otherwise engage in charitable and community activities, deliver lectures and fulfill speaking engagements (with the prior approval of the CEO), and manage personal investments, but only if such services and activities do not interfere with the performance of Employee’s duties and responsibilities under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: act or mandatory duty; and the requirements that the plaintiff establish a clear legal right, a corresponding duty in the defendant, and an absence of another adequate and appropriate remedy. See id. at 666 (citing Shaler Area Sch. Dist. v. Salakas, 494 Pa. 630, 636, 432 A.2d 165, 168 (1981)). The majority, however, found that Appellant failed to meet the last of these requirements (lack of a alternative remedy), because he had the ability to appeal an ultimate, adverse removal decision pursuant to the Local Agency Law. See id. at 666, 432 A.2d 165 (citing 2 Pa.C.S. § 752). In so holding, the court distinguished the present situation from others in which it had concluded that mandamus was proper, see, e.g., Burns v. Uniontown Area Sch. Dist., 748 A.2d 1263, 1270 (Pa.Cmwlth.2000) (<HOLDING>), on the basis that the suspension in this case Options: A. holding that mandamus was proper where the school board was seeking removal for grounds not enumerated in section 1080 of the school code B. holding the tlo standard governs school searches when school resource officers who although employed by the local police department are primarily responsible to the school district are acting in conjunction with school officials C. holding that a county ordinance imposing an impact fee on new residential construction to be used for new school facilities did not constitute an unauthorized delegation of power from the county to the school board because the fundamental policy decisions were made by the county and the discretion of the school board was sufficiently limited D. holding that a school district was not liable for sexual molestation of plaintiffs daughter by a teacher even though the acts occurred on school property and during school hours E. holding that petitioners status as school board members does not permit them to step into the shoes of the school board and invoke its right to appeal

assistant: The best answer is A. holding that mandamus was proper where the school board was seeking removal for grounds not enumerated in section 1080 of the school code
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: Seller shall retain any and all documents and records regarding the Delivery, quantity and quality of Fuel sold and purchased under the terms of this Contract for the twelve (12) months after the date of the invoice for such Fuel, or until any dispute regarding such Delivery, quantity and quality is resolved. Seller shall promptly make such records available for review to the Companies at its request.

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: on the desks of one or more Sprint employees. I R. at 29G. Although the court did not allow this document to go to the jury, it allowed counsel to discuss it with witnesses as a “one page racially defamatory document.” IV R. at 745-46. Shrouding this document in mystery by continually referring to it as a racially defamatory document while simultaneously refusing to admit it in evidence could only serve to heighten the jury’s view of the document’s importance. On remand, the court should require Ms. Heno to lay a sufficient foundation for establishing a causal nexus between Sprint, particularly through Mr. Crowder, and this document. Given the highly prejudicial nature of the document, such a foundation should be substantial. See Robinson v. Runyon, 149 F.3d 507, 511 (6th Cir.1998) (<HOLDING>). If such a foundation' is laid, and the Options: A. holding that courts should look at the notice afforded by a document rather than a litigants motivation in filing to determine whether a document constitutes a notice of appeal B. holding that an order dismissing the case did not satisfy rule 58s separate document requirement because the order was never entered as a separate document C. holding that in connection with a motion to dismiss the court may consider a document not attached to the pleadings where the plaintiffs claim depends on the contents of a document the defendant attaches the document to its motion to dismiss and the parties do not dispute the authenticity of the document even though the plaintiff does not explicitly allege the contents of that document in the complaint D. holding that an unsworn memorandum is a pleading and not an evidentiary document therefore it had no evidentiary value and should not have been admitted as an exhibit E. holding that nigger employment application should have been admitted based on evidence that document was widely circulated throughout office on several occasions and supervisors were seen reading the document and laughing

assistant: The best answer is E. holding that nigger employment application should have been admitted based on evidence that document was widely circulated throughout office on several occasions and supervisors were seen reading the document and laughing
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 Grant Notice, this Agreement (including all Exhibits thereto) and the Change in Control and Severance Agreement entered into between the Company and Participant, dated January 29, 2016, constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

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: 231 F.3d at 1089; Bailey, 227 F.3d at 801. More significantly, unlike an ordinary bank teller, Mr. Anderson had the authority to withdraw funds from TCF accounts in amounts over $1,000 without obtaining a supervisor’s permission. Additionally, as a supervisor, Mr. Anderson had knowledge of a code to access CD accounts (such as the Kern accounts), which ordinary bank tellers did not possess. These attributes of his position gave him substantial discretion and responsibility, allowing him to withdraw improperly large amounts of money from any account in the bank without coming under the scrutiny of other bank employees. As a result, Mr. Anderson’s job properly was considered a position of trust within the meaning of the guideline and our precedent. Cf. Sonsalla, 241 F.3d at 909-10 (<HOLDING>); Hernandez, 231 F.3d at 1091 (holding that Options: A. holding that the national bank act preempts state regulation of the posting order of debit card transactions as well as any obligation to make specific affirmative disclosures to bank customers B. holding that a former bank president who alleged that he was wrongfully discharged as a result of the actions of a state banking official must show that the acts left him unable to pursue any comparable job in the banking industry C. holding that defendants position as bank vice president which allowed him knowledge of the banking system and the operations of the bank as well as the ability to oversee commercial and real estate loans and to act as a compliance officer qualified as a position of trust D. holding that the state as well as the defendant has a right to rely on compliance with rule 16 E. holding that a bank may be estopped from denying the apparent authority of one who serves as its executive vice president

assistant: The best answer is C. holding that defendants position as bank vice president which allowed him knowledge of the banking system and the operations of the bank as well as the ability to oversee commercial and real estate loans and to act as a compliance officer qualified as a position of trust
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 shall have received (x) the audited Consolidated financial statements of the Company and its Subsidiaries for Fiscal Years 2014, 2015 and 2016, (y) the unaudited Consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter ended March 31, 2017 and (z) the Consolidated forecasted balance sheet, statements of income and cash flows of the Company and its Restricted Subsidiaries for the Fiscal Years 2017, 2018, 2019, 2020 and 2021, all in form and substance reasonably satisfactory to the Administrative Agent and prepared in accordance with GAAP.

assistant: Financial Statements
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: (Fed.Cir.1985). “Further, as an additional precaution against denying a party its chance to prove a worthy case, any doubt as to the presence or absence of disputed issues of material fact must be resolved in favor of the presence of disputed issues, or in other words in favor of the party opposing summary judgment.” Lemelson, 760 F.2d at 1261. The onus placed upon a movant for summary judgment on a claim of inequitable conduct is especially heavy, as the claim necessarily involves determinations as to the intent of the party accused of practicing the fraud and the materiality of his alleged misrepresentations or omissions—issues which are typically not appropriate for resolution in a summary fashion. Kangaroos U.S.A., Inc. v. Caldor, Inc., 778 F.2d 1571, 1573-74, 1577 (Fed.Cir.1985) (<HOLDING>). B. Unenforceability Because of Inequitable Options: A. holding that intent is a separate element and evidence relating to intent is irrelevant to determining whether an object is a criminal instrument B. holding the connection is an element C. holding that by including a knowledge element in two sections of a statute the legislature demonstrated that it knew how to express its intent to require a knowledge element rendering the absence of the element in another statute supportive of the inference that the legislature did not intend for there to be a knowledge element D. holding that specific intent is an element of attempted illegal reentry E. holding that evaluation of the intent element of inequitable conduct is rarely enabled in summary proceedings

assistant: The best answer is E. holding that evaluation of the intent element of inequitable conduct is rarely enabled in summary proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans shall be used by Borrower to refinance existing revolving debt, to acquire aircraft and engines, and to support Borrower’s working capital needs and general corporate purposes. Borrower will not, directly or indirectly, use any part of any Loan proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or is inconsistent with, Regulation X of such Board of Governors.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: term “mainly for the purposes of specific deterrence.” Appellant’s Br. at 10. The argument that defiant recidivism should somehow mitigate a sentence below the Guidelines range borders on the absurd. In any event, “[t]he particular weight to be afforded aggravating and mitigating factors is a matter firmly committed to the discretion of the sentencing judge,” United States v. Broxmeyer, 699 F.3d at 289 (internal quotation marks omitted), and thus “we do not consider what weight we would ourselves have given a particular factor,” but rather “whether the factor, as explained by the district court, can bear the weight assigned it under the totality of circumstances in the case,” United States v. Cavera, 550 F.3d at 191; see United States v. Perez-Frias, 636 F.3d 39, 42-43 (2d Cir. 2011) (<HOLDING>). In light of the district court’s finding here Options: A. holding that a district court did not commit reversible error because it attached great weight to one factor B. recognizing generally if the ultimate sentence is reasonable and the sentencing judge did not commit procedural error in imposing that sentence we will not second guess the weight or lack thereof that the judge accorded to a given factor or to a specific argument made pursuant to that factor internal quotation marks and alteration omitted C. recognizing that procedural sentencing error is harmless if the resulting sentence is not longer thanthat to which the defendant would otherwise be subject alterations and internal quotation marks omitted D. recognizing that the weight to be afforded any given argument made pursuant to one of the section 3553a factors is a matter firmly committed to the discretion of the sentencing judge E. holding that the jury is the judge of the weight and credibility given to witness testimony

assistant: The best answer is B. recognizing generally if the ultimate sentence is reasonable and the sentencing judge did not commit procedural error in imposing that sentence we will not second guess the weight or lack thereof that the judge accorded to a given factor or to a specific argument made pursuant to that factor internal quotation marks and alteration omitted
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: upon in a prior petition, or engages in other conduct that disentitle^] him to the relief he seeks.” Schlup v. Delo, 513 U.S. 298, 318 n. 34, 115 S.Ct. 851, 130 L.Ed.2d 808 (1995) (internal quotation marks omitted). While the government generally bears the burden of pleading abuse of the writ, there is also general agreement that the abuse of the writ may be raised sua sponte. Indeed, in Stanko v. Davis, 617 F.3d 1262 (10th Cir.2010), upon which the majority exclusively relies in holding that Alaimalo could file multiple petitions pursuant to § 2241 without any statutory restraint, the Tenth Circuit sua sponte invoked the abuse of the writ doctrine and dismissed Stanko’s successive habeas corpus petition. Id. at 1270-72. Accord United States v. Talk, 158 F.3d 1064, 1067 (10th Cir.1998) (<HOLDING>) (internal quotation marks omitted), abrogated Options: A. holding that the court can raise res judicata sua sponte even on appeal B. holding that because concerns of finality of criminal judgments judicial economy and orderly administration of justice substantially implicate important interests beyond those of the parties appellate court may raise frady defense sua sponte C. holding that a court may sua sponte take judicial notice of its docket D. holding that appellate court may raise issues of default sua sponte where necessary to protect inter alia the finality of federal criminal judgments E. holding court may raise procedural default sua sponte if doing so will further the interests of judicial efficiency conservation of scarce judicial resources and orderly and prompt administration of justice

assistant: The best answer is E. holding court may raise procedural default sua sponte if doing so will further the interests of judicial efficiency conservation of scarce judicial resources and orderly and prompt administration of justice
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 and Executive agree that certain matters in which Executive has been involved during Executive’s employment may need Executive’s cooperation with the Company in the future. Accordingly, for a period of three (3) months after the Retirement Date, to the extent reasonably requested by the Company, Executive shall be available and willing to provide consulting services to the Company in connection with matters arising out of Executive’s service to the Company; provided that such consulting services shall be performed at mutually agreed upon and convenient times, so as to minimize disruption of Executive’s other activities. The Company shall reimburse Executive for reasonable out-of-pocket expenses, including travel expenses and any attorneys’ fees, incurred by Executive in connection with such consulting services, and the Company shall compensate Executive for such consulting services at an hourly rate of $300 per hour. Following the Retirement Date, Executive further agrees to provide truthful testimony and information and to otherwise reasonably cooperate with the Company Group in connection with any and all existing, potential or future claims, litigation or investigations brought by or against the Company Group or any of its past or present affiliates, agents, officers, directors, fiduciaries, or employees, whether administrative, civil or criminal in nature, with respect to such matters as were within Executive’s knowledge while employed by any member of the Company Group. The Executive agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (whether governmental or otherwise) of the Company Group, regardless of whether a lawsuit has been filed against any member of the Company Group with respect to such investigation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to shooting Milem. He signed the statement at 8:20 p.m. The following morning, Norris was brought before a magistrate for a probable-cause determination. At trial, Norris’s attorney moved to suppress Norris’s confession on two grounds not at issue in this appeal. The Tennessee trial court held a hearing, denied the motion, and admitted the confession. A jury convicted Norris of second-degree murder in June 1999, and he was sentenced to twenty-one years of imprisonment. After the trial, Norris’s new attorney who would also be his appellate counsel moved for a new trial. At a hearing on the motion, he argued that Norris’s confession should have been suppressed because: (1) it was the fruit of an illegal arrest under Brown v. Illinois, 422 U.S. 590, 95 S.Ct. 2254, 45 L.Ed.2d 416 (1975) (<HOLDING>); and (2) Norris was held for investigative Options: A. holding that statements obtained following an illegal arrest are no less tainted than is physical evidence obtained after the same B. holding that officers request for defendants name during an illegal entry constituted exploitation of the illegal entry under hall C. holding that a confession obtained in violation of miranda was admissible for impeachment D. holding that under elstad the first question that must be answered when determining whether a subsequent confession is tainted by an earlier confession is whether the initial confession was obtained in violation of the defendants fifth amendment rights ie whether it was involuntary or whether the confession was voluntary but obtained in technical violation of miranda E. holding that a confession obtained by exploitation of an illegal arrest is not admissible

assistant: The best answer is E. holding that a confession obtained by exploitation of an illegal arrest is not admissible
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: Whenever any provision of this Agreement uses the term “including” (or “includes”), such term will be deemed to mean “including without limitation” (or ”includes without limitations”). “Herein,” “hereby,” “hereunder,” “hereof” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used. All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. Unless otherwise provided, all references to Sections and Exhibits in this Agreement are to Sections and Exhibits of this Agreement. References to any Sections include Sections and subsections that are part of the related Section ( e.g. , a section numbered “Section 2.1” would be part of “Section 2”, and references to “Section 2.1” would also refer to material contained in the subsection described as “Section 2.1(a)”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office (attention General Counsel) and to the Executive at the address that he or she most recently provided to the Company in accordance with this Subsection (e).

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: Franchisee is a corporation duly organized, validly existing and in good standing under the laws of its State of incorporation and is duly qualified as a foreign corporation and, if applicable, is in good standing in each jurisdiction in which such qualification is required by law. Franchisee has full power and authority to enter into and perform its obligations under this Agreement and under all other agreements, documents and/or instruments to be executed and/or delivered by Franchisee pursuant to or in connection with this Agreement. Franchisee has full power and authority to own, operate and/or hold under lease the Purchased Assets as, and in the places where, such properties and assets now are owned, operated or held and to transact the business it transacts and proposes to transact.

assistant: Organizations
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: request for preliminary injunctive relief, but the court’s inherent equity power does provide jurisdiction to do so). This is instead a case where a statute divests the court of jurisdiction to do a particular act, regardless of what the jurisdictional basis of the act would otherwise have been. Once a court is made aware that the controversy before it “involv[es] or grow[s] out of a labor dispute,” it has no jurisdiction to issue injunctive relief except in conformity with the Norris-LaGuardia Act. Thus, although the “preservation of jurisdiction” rationale might support a stay imposed in order to permit the court to decide whether the Norris-LaGuardia Act is applicable, cf. United States v. United Mine Workers, 330 U.S. 258, 289-93, 67 S.Ct. 677, 693-96, 91 L.Ed. 884 (1947) (<HOLDING>), it cannot support a stay pending a Options: A. holding that the united states was a statutory employer under kansas law B. holding the takings clause inapplicable to the states of its own force C. holding that the united states was a statutory employer under missouri law D. holding that the united states was a statutory employer under puerto rico law E. holding the act inapplicable to the united states in its role as employer

assistant: The best answer is E. holding the act inapplicable to the united states in its role as employer
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: no evidence that multiple conspiracies existed. In any event, the jury was also instructed that it could only convict based upon the conspiracy charged in the indictment. In addition, any error in failing to give a multiple conspiracy instruction was harmless, as there was sufficient evidence to prove a single conspiracy as charged in the indictment. See United States v. Shabani, 48 F.3d 401, 403 (9th Cir.1995) (stating that failure to give a multiple conspiracy instruction is treated as an issue of whether there was sufficient evidence that only a single conspiracy existed). 6. Defendants’ challenges to the district court’s supplemental instructions are denied under the law of the case doctrine. See United States v. Anderson, 94 Fed.Appx. 487 (9th Cir.2004) (unpublished disposition) (<HOLDING>). Although Anderson addressed the supplemental Options: A. holding that the staceys codefendants were not prejudiced by the district courts supplemental instruction to the jury that it may consider only overt acts committed within the statute of limitations B. recognizing that a party that objects to a jury instruction before the jury retires may challenge the instruction on appeal C. holding that district courts failure to give an addict instruction was not reversible error because the instructions to the jury on accomplice immune informant and felon testimony along with the general credibility instruction were sufficient to alert the jury to consider with special care and weigh with caution the testimony of the witness D. holding that in reviewing a jury instruction this court must review the entire instruction and look at all the evidence on the record to determine whether there was error and whether that error prejudiced the complaining party E. holding that a jury is presumed to heed the district courts instruction to disregard the fact that the defendants were held in contempt and admonished before the jury

assistant: The best answer is A. holding that the staceys codefendants were not prejudiced by the district courts supplemental instruction to the jury that it may consider only overt acts committed within the statute of limitations
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 Asset Representations Reviewer will cooperate with and provide information to the Issuer, the Administrator and the Servicer regarding the Asset Representations Reviewer’s compliance with this Section. The Asset Representations Reviewer and the Issuer agree to modify this Section as necessary for either party to comply with Applicable Law.

assistant: Modifications
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) On or prior to the Effective Date, the Arrangers shall have received (i) audited financial statements of each of US Company and its Subsidiaries for the fiscal year ended December 31, 2018 and (ii) unaudited quarterly financial statements of US Company and its Subsidiaries for each fiscal quarter ended thereafter and at least 45 days prior to the Effective Date that is not the last fiscal quarter of a fiscal year.

assistant: Financial Statements
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 agreement among the Parties with respect to its specific subject matter and supersedes any prior oral and written communications, agreements and understandings among the Parties concerning the specific subject matter hereof, including, without limitation, the Prior Employment Agreement. This Agreement may not be modified, amended, altered, waived or rescinded in any manner, except by written instrument signed by both of the Parties hereto that expressly refers to the provision of this Agreement that is being modified, amended, altered, waived or rescinded; provided , however , that the waiver by either Party of a breach or compliance with any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or compliance.

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: field officers. The Sixth Circuit recently has restated the standard for imposing supervisory liability under 42 U.S.C. § 1983: [T]he § 1983 liability of supervisory personnel must be based on more than the right to control employees. Section 1983 liability will not be imposed solely upon the basis of respondeat superior. There must be a showing that the supervisor encouraged the specific incident of misconduct or in some other way directly participated in it. At a minimum, a § 1983 plaintiff must show that a supervisory official at least implicitly authorized, approved or knowingly acquiesced in the unconstitutional conduct of the offending subordinate. Turner v. City of Taylor, 412 F.3d 629, 643 (6th Cir.2005); see also Mills v. City of Barbourville, 389 F.3d 568, 580 (6th Cir.2004) (<HOLDING>). Supervisory liability, therefore, is premised Options: A. holding that individual defendants with supervisory control over plaintiff cannot be held personally liable under title vii B. holding that because there was no distinction between the damages caused by actions of defendants in a prior case and actions of the defendant in this case the plaintiff suffered a single indivisible injury allowing for one cause of action C. holding that state officials may be personally liable for actions taken in their official capacity D. holding that if state law provides multiple statutes of limitations for personal injury actions the general or residual statute for personal injury actions should be used for 1983 actions E. holding that a defendant supervisory official cannot be liable for an underlings actions unless there is proof that the defendant is personally responsible for the alleged unconstitutional actions that caused his injury

assistant: The best answer is E. holding that a defendant supervisory official cannot be liable for an underlings actions unless there is proof that the defendant is personally responsible for the alleged unconstitutional actions that caused his injury
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 required or permitted under this Agreement shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand, facsimile transmission or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted.

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: Failure of a party to insist upon the performance of the other party of any provision of this Agreement shall not be treated as a modification of this Agreement, nor shall such failure or election be treated as a waiver of the right of such party at any later time to insist upon strict performance of such provision. If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from this Agreement, which shall otherwise remain in full force and effect.

assistant: Severability