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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 19, 28, 482 N.Y.S.2d 810, 818 (2d Dep’t 1984); Family Court Act § 439(e). Nevertheless, the issues underlying both orders were reviewable on appeal from the state court’s final order dated May 30, 2001. See Matter of Ise-Smith v. Orok-Edem, 296 A.D.2d 414, 414-15, 745 N.Y.S.2d 461, 461 (2d Dep’t 2002). To this extent, it appears that Edem was given a full and fair opportunity to litigate the challenged orders, which suggests that his due process claim is frivolous. We do not, however, reach that issue. Rather, we summarize the state proceedings only to illustrate that Edem’s procedural due process claims are, in fact, inextricably intertwined with the state court’s judgment, and thus, outside our subject matter jurisdiction. See Phifer v. City of New York, 289 F.3d 49, 57 (2d Cir.2002) (<HOLDING>). As we observed in Hoblock v. Albany County Options: A. holding that this court may not review family court determinations that were decided after providing plaintiff a full and fair opportunity to litigate those issues B. holding that appellate court may only review issues actually presented to and considered by the trial court C. holding that representation issues are matters relegated to the board representation issues may not be decided by contract and thus may not be decided by an arbitrator D. holding that the concept of collateral estoppel cannot apply when the party against whom the earlier decision is asserted did not have a full and fair opportunity to litigate that issue in the earlier case E. holding that the petitioner who was denied further appellate review by the supreme judicial court had a full and fair opportunity to litigate his fourth amendment claim in the state trial court and appeals court and thus stone precluded federal habeas relief

assistant: The best answer is A. holding that this court may not review family court determinations that were decided after providing plaintiff a full and fair opportunity to litigate those issues
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: Notwithstanding any other provision of this Agreement or the Plan, in the event of a Change in Control the unvested portion of the Option shall fully vest and become exercisable immediately prior to such Change in Control.

assistant: Change In Control
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 the express limitations of the relevant provisions of the License Agreement, each party hereto shall execute and deliver such additional instruments and other documents and use all commercially reasonable efforts to take or cause to be taken, all actions and to do, or cause to be done, all things necessary under law to consummate the transactions contemplated hereby.

assistant: Further Assurances
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 of Employment, Executive shall be reimbursed for reasonable travel and other expenses incurred or paid by Executive in connection with the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may from time to time be requested by the Company, in accordance with such policies of the Company as are in effect as of the Commencement Date and as may be modified by the Company from time to time, under such terms as may be applicable to officers of Executive’s rank employed by NBTB, NBT Bank, or their affiliates. All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15 th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.

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: Each of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower , each other First Tier Covenant Party and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower , any other First Tier Covenant Party or any Subsidiary (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender or such Agent without violating this Section 10.16 or (c) was available to such Lender or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 10.16 ), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, (C) to its parent companies and Affiliates and its and their respective agents, advisors or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 10.16 ), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 10.04(e) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 10.16 ), (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.16 ) and (G) to any Third Party Reviewer so long as such Third Party Reviewer agrees to be bound by the provisions of this Section 10.16 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of, among other things, Lender’s execution and delivery of this Amendment, each of the Releasors hereby forever agrees and covenants not to sue or prosecute against the Releasees and hereby forever waives, releases and discharges each Releasee from, any and all Claims that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against the Releasees, based in whole or in part on facts whether or not now known, existing on or before the date hereof that relate to, arise out of or otherwise are in connection with this Amendment, the Promissory Note, the Stock Purchase Agreement or any transactions contemplated hereby, thereby or any acts or omissions in connection therewith or the negotiation thereof, provided, however, that the foregoing shall not release the “Investor” and “Guarantor” (as such terms are defined in the Stock Purchase Agreement) from the express obligations of either under the Stock Purchase Agreement arising on or after the date hereof. The provisions of this Section 3 shall survive the repayment of the Promissory Note.

assistant: Releases
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: articulate its intent. Moreover, we can imagine an altogether rational reason the legislature might decide to write a statute with a strict Hability punishment provision. As Judge Staton wrote for the Court of Appeals, "A dealer's lack of knowledge of his proximity to the schools does not make the illegal drug any less harmful to the youth in whose hands it may eventually come to rest." Williford v. State, 571 N.E.2d 310, 313 (Ind.Ct.App.1991). Accordingly, we hold that the conviction was not deficient for failure to prove that Walker knew he was within 1,000 feet of a school when he committed the crime. Walker also argues that the evidence of dealing was insufficient because he did not have the $20 bill given to him by Witten in his possession at the time of his arrest. In ligh 988) (<HOLDING>) (collecting cases); Mullins v. State, 486 Options: A. holding that proof of scienter is required to succeed on a claim under 1991a1 but not under 1991a2 or 1991a3 B. holding obscenity statute required proof of scienter C. holding trial court should have required segregation because tort claims entailed proof of facts unnecessary for proof of the contract claim D. holding child molesting statute required proof of scienter E. holding that proof of an explicit agreement is not required

assistant: The best answer is B. holding obscenity statute required proof of scienter
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: clear precisely what they mean and the facts of a particular case often prove to be crucial. Indeed, because of today’s environment of global travel, job mobility, and multiple residences, the meaning of the phrase has been blurred even further. The majority of cases interpreting the words in the context of determining the validity of service of process appear to have focused on their literal meaning.” 4A Charles Alan Wright & Arthur R. Miller, Federal Practice & Procedure: Civil § 1096 (3d ed.2002). Other courts have addressed the phrase “usual place of abode” in the context of service of process. A person can have more than one “usual place of abode,” provided that each contains sufficient indicia of permanence. National Dev. Co. v. Triad Holding Corp., 980 F.2d 258 (2d Cir.1991) (<HOLDING>). Ultimately, courts look at the facts of each Options: A. holding that one of the twelve or so homes throughout the world among which the individual defendant divided his time constitutes a dwelling house or usual place of abode for purposes of service of process even though that home is not the defendants principal domicile and even though he may spend comparatively little time there B. holding that the relevant time is the time of the employment decision C. holding that actual notice of lawsuit is no substitute for substantial compliance with frcp 4d1 requiring service on person of defendant on suitable resident at defendants dwelling or on defendants agent a judgment entered by a court which lacks jurisdiction over the person of the defendant is void and may be set aside at any time pursuant to fedrcivp 60b4 personal jurisdiction is established either by proper service of process or by the defendants waiver of any defect in the service of process D. holding that service was proper where a copy of the summons and complaint was left with the defendants wife at the defendants maryland house in which the defendant had lived before moving ahead of his family to arizona where he had purchased a house intending never to return to maryland and to move his family to arizona noting that the service was sufficient to satisfy the requirements of service at the defendants dwelling house or usual place of abode where the service succeeded in actually apprising him of the lawsuit E. holding that one of several houses throughout the world among which the defendant divided his time constituted a dwelling house or usual place of abode for purpose of service of process regardless of the facts that it was not the defendants principal domicile and that he spent comparatively little time there

assistant: The best answer is E. holding that one of several houses throughout the world among which the defendant divided his time constituted a dwelling house or usual place of abode for purpose of service of process regardless of the facts that it was not the defendants principal domicile and that he spent comparatively little time there
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 signed in two counterparts which together will form a single agreement as if both parties had executed the same document. Signed copies of this Agreement sent via facsimile will be deemed binding to the same extent as original documents.

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: The execution, delivery and performance by Element of this Agreement and the Transaction Documents to which Element is or will be a party and the consummation by Element of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law applicable to Element or any of its properties or assets; (ii) violate any judgment, decree, order or award (collectively, the “ Order ”) of any governmental entity having jurisdiction over Element or arbitrator applicable to Element or any of its properties or assets; or (iii) result in any breach of or conflict with any terms or conditions, or constitute a default under, any contract, agreement or instrument to which Element is a party or by which Element or its properties or assets are bound.

assistant: No Conflicts
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: U.S. at 625-28, 103 S.Ct. 2591). This presumption implies that [i]t is not enough to show that various government entities or officials represent a majority of the shareholders or constitute a majority of the board of directors of the applicable agency or instrumentality; in other words, mere involvement by the state in the affairs of an agency or instrumentality does not answer the question whether the agency or instrumentality is controlled by the state for purposes of FSIA. Id. The Supreme Court has nevertheless held that “where a corporate entity is so extensively controlled by its owner that a relationship of principal and agent is created, ... one may be held liable for the actions of the other.” BANCEC, 462 U.S. at 629, 103 S.Ct. 2591; see also Foremost-McKesson, 905 F.2d at 440 (<HOLDING>). In addition, the Supreme Court has “long Options: A. holding that where daytoday operations were within sole control of the franchisee no agency relationship existed with franchisor B. holding that a corporate entity must be represented by licensed counsel C. holding that a district court must consider whether a foreign state so dominated the operations of the corporate entity that a principalagent relationship existed D. holding that because the corporate parent and subsidiary defendants before it observed all of the corporate formalities necessary to maintain corporate separateness notwithstanding the parents active involvement in the subsidiaries operations the evidence did not establish that the entities were alter egos of one another E. holding that connecticut courts look to the identity or instrumentality test to determine whether one corporate entity can properly be held responsible for the obligations of another corporate entity

assistant: The best answer is C. holding that a district court must consider whether a foreign state so dominated the operations of the corporate entity that a principalagent relationship existed
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 waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any Party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: see also Note, 58 BayloR L.Rev. at 259. That is, the existence of the basic fact of a contractual jury trial waiver gives rise to a presumed fact that the waiver was not knowingly and voluntarily made until the presumed fact is rebutted. Accord Hunter, 988 S.W.2d at 473. Because we begin with this presumption, the burden is on the party seeking to enforce the prelitigation contractual jury waiver to rebut this presumption with evidence that the waiver was knowingly and voluntarily made with full awareness of the legal consequences. In re Prudential, 148 S.W.3d at 132-33 (enforcing contractual jury waiver when “undisputed” facts established waiver was knowing and voluntary as a matter of law); accord In re Gen. Elec. Capital Corp., 203 S.W.3d 314, 316 (Tex.2006) (orig.proceeding) (<HOLDING>). But see L & R Realty, 715 A.2d at 754-55 Options: A. recognizing that courts will enforce waiver of appeal rights when waiver is knowing and voluntary B. recognizing that contractual jury waiver provision that was conspicuous because it was in bolded font and in all capital letters met burden of party seeking to enforce provision to make prima facie showing that waiver was knowing and voluntary C. recognizing initial burden of presenting prima facie evidence that jury waiver was knowingly and voluntarily made is on party seeking to enforce provision D. holding that a defendant must demonstrate a knowing waiver E. holding contractual jury waiver provision that was in all capital letters and was bolded was conspicuous

assistant: The best answer is B. recognizing that contractual jury waiver provision that was conspicuous because it was in bolded font and in all capital letters met burden of party seeking to enforce provision to make prima facie showing that waiver was knowing and voluntary
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: school. Id. at 280. And the defendant noted the school district would have paid as much to another driver performing the same job. Rejecting these arguments, the Eighth Circuit held: What the School District wanted was a competent school-bus driver who was truthful and had not been convicted of a felony, and this is not what it got. The School District has been deprived of money in the very elementary sense that its money has gone to a person who would not have received it if all of the facts had been known. Id. at 280. The court concluded the school district had been deprived of its property, too, because it had a choice in how to spend its money and the defendant’s misrepresentations induced it to part with that money under false pretenses. Id.; see also Bunn, 26 Fed.Appx. at 142 (<HOLDING>); Leahy, 464 F.3d at 787 (same). The defendants Options: A. holding that the defendant could be prosecuted for making false claims against the government under either the false claims statute 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 B. holding that amtrak is an agency of the government for purposes of the constitutional obligations of government C. holding that wire and mail fraud statutes are construed identically D. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud E. holding that where defendant made false representations to attain government contract but performed satisfactorily the government had been deprived of money or property for purposes of mail and wire fraud

assistant: The best answer is E. holding that where defendant made false representations to attain government contract but performed satisfactorily the government had been deprived of money or property for purposes of mail and wire fraud
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Restricted Share Unit shall have a value equal to the Fair Market Value of a Share. Restricted Share Units shall be paid in cash, Shares, other securities, or other property, as determined in the sole discretion of the Committee, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Dividends paid on any of Restricted Shares shall be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Shares pursuant to the terms of the applicable Award Agreement, or may be reinvested in additional Restricted Shares, as determined by the Committee and specified in the Award Agreement on the date of grant. Dividends may be credited on Restricted Share Units as additional Restricted Share Units, if so determined by the Committee and specified in the Award Agreement on the date of grant.

assistant: Payments
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 person executing this Agreement on behalf of the Seller entity has full authority and power to execute this Agreement. All requisite company action has been taken to authorize and approve the execution and delivery of the Deed, the Bill of Sale, the Assignment and Assumption of Contracts and Intangible Property and the Assignment and Assumption of Tenant Leases (collectively, the " Conveyance Documents ") and the consummation of the transaction contemplated by this Agreement by the Seller entity. This Agreement is a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity).

assistant: Authorizations
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 initial term of this Agreement shall be for the period beginning on June 1, 2016 and ending on December 31, 2016. On January 1, 2017 and on each subsequent anniversary thereafter, this Agreement shall automatically renew and extend for a period of 12 months unless written notice of non-renewal is delivered from either party to the other not less than 30 days prior to the expiration of the then-existing Term. The Term shall include the initial term and any renewal periods. The Term shall end effective as of the date of termination of Employee’s employment for any reason.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: At all times relevant to this proceeding, section 31 of the Texas Probate Code allowed for a statutory bill of review in connection with probate proceedings, providing: Any person interested may, by a bill of review filed in the court in which the probate proceedings were had, have any decision, order, or judgment rendered by the court, or by the judge thereof, revised and corrected on showing error therein; but no process or action under such decision, order or judgment shall be stay ended section 31 to displace equitable bills of review in probate proceedings, but to the extent it does not, they argue the statute plainly establishes the outer temporal limits for attacking a probate judgment. Cf. Gramercy Ins. Co. v. State, 834 S.W.2d 379, 381 (Tex. App.— San Antonio 1992, no pet.) (<HOLDING>). B. Applicable Statute of Limitations Whether Options: A. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes B. holding that a statutory right is a creature of the legislature and does not exist where the legislature has not acted C. holding that the legislature intended to abrogate equitablebillofreview requirements when it enacted the special statutory bill of review in tex code crim proc art 2217 D. holding that the specific terms of a trust may abrogate the statutory duty to diversify E. holding that juvenile court is created by the legislature pursuant to art vi 13

assistant: The best answer is C. holding that the legislature intended to abrogate equitablebillofreview requirements when it enacted the special statutory bill of review in tex code crim proc art 2217
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: Lorisme v. INS, 129 F.3d 1441, 1444-45 (11th Cir.1997)). We view “the record evidence in the light most favorable to the agency’s decision and draws all reasonable inferences in favor of that decision.” Adefemi v. Ashcroft, 386 F.3d 1022, 1027 (11th Cir.2004) (en banc). Under this highly deferential standard of review, the IJ’s decision can be reversed only if the evidence “compels” a reasonable fact finder to find otherwise. Sepulveda v. U.S. Attorney General, 401 F.3d 1226, 1230 (11th Cir.2005). When the BIA issues its own opinion, we review only the decision of the BIA, except to the extent the BIA expressly adopts the IJ’s decision. R ompel a reasonable factfinder to find that it was more likely than not she would face persecution upon her return to Indonesia. See id. at 1232 (<HOLDING>). Tan relies on stories of attacks on churches, Options: A. holding that the clear probability standard for withholding of removal is higher than the standard for asylum which requires only a reasonable possibility of persecution B. holding that the asylum standard for past persecution or wellfounded fear of future persecution is lower than the clear probability standard to show eligibility for withholding of removal C. holding that petitioner must demonstrate it is more likely than not that he will be tortured upon his return D. holding that the standard for withholding of removal is more demanding than the standard for asylum E. holding that the standard for withholding of removal is a showing that it is more likely than not that a petitioner will face persecution upon her return

assistant: The best answer is E. holding that the standard for withholding of removal is a showing that it is more likely than not that a petitioner will face persecution upon her return
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: likewise conclude that Section 951.1, 25 Pa.C.S. § 2911.1, under which the Commonwealth Court ruled that Camejo cannot appear on the ballot as the candidate of a political body because of his membership in the (minor) Green Party, is inapplicable. I believe that the language of this provision, which includes “thirty (30) days before the primary----” as its reference point of disaffiliation, when read in context, clearly reveals that the General Assembly intended it to apply to major, not minor, political parties. This is so because in the Election Code, the legislature has determined that only major parties may gain ballot access through the primary process. See Heicklen v. Pennsylvania Board of Elections, 751 A.2d 260, 262 (Pa.Cmwlth.), aff'd per curiam, 561 Pa. 33, 747 A.2d 894 (2000)(<HOLDING>) Further, even if Camejo’s affidavit were Options: A. holding that 25 pacs 28722 is capable of only one meaning that minor political parties must nominate candidates by nomination papers and are not entitled to participate at party primaries B. holding that billboard was not structure within meaning of the zoning enabling act g l c 40 25 C. holding that persecution was on account of political opinion because petitioners prosecutorial investigation into acts of political corruption was by its very nature political D. holding that it violated the first amendment to prohibit announcement of views on disputed legal and political issues by candidates for judicial election E. holding that the achievements of minor political parties were accomplished without the help of public funds thus the limited participation or nonparticipation of nonmajor parties or candidates in public funding does not unconstitutionally disadvantage them

assistant: The best answer is A. holding that 25 pacs 28722 is capable of only one meaning that minor political parties must nominate candidates by nomination papers and are not entitled to participate at party primaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee may amend or alter this Award Agreement and the Performance RSUs granted hereunder at any time; provided , that , subject to Article 11, Article 12 and Article 13 of the Plan, no such amendment or alteration shall be made without the consent of the Participant if such action would materially diminish any of the rights of the Participant under this Award Agreement or with respect to the Performance RSUs.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in Dollars at its offices at 383 Madison Avenue, New York, New York 10017 or such other office designated by the Collateral Agent in writing to the Borrower.

assistant: Payments
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: originally arose from the doctrine that consent to treatment is only meaningful if the patient understands the risks and alternatives of the treatment. This same term has been assigned to the doctrine which places a duty on physicians to disclose information as to the alternatives and risks of a particular treatment. See Canterbury, 464 F.2d at 780 n.15. The doctrine of informed consent comes from the common law and stems from the fundamental notion of the right to bodily integrity: "[e]very human being of adult years and sound mind has a right to determine what shall be done with his own body;..." Schloendorff v. Society of New York Hospital, 105 N.E. 92, 93 (N.Y.1914), overruled on other grounds. See also In Matter of Guardianship of L.W., 167 Wis. 2d 53, 68, 482 N.W.2d 60 (1992) (<HOLDING>). Consent to treatment is only meaningful if it Options: A. recognizing the right to waive a jury trial B. recognizing a right to contribution C. recognizing private right of action D. recognizing the right to selfdetermination E. recognizing the right to counsel on appeal

assistant: The best answer is D. recognizing the right to selfdetermination
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: (La.App. 1st Cir.11/8/02), 835 So.2d 742, 747-48, and appeal after remand, 2004-0405, pp. 2-3 (La.App. 1st Cir.12/30/04), 898 So.2d 416, 417-18. Although the “benefits claimed or payments obtained” in La. R.S. 23:1208 C(4) includes within its definition “the reasonable costs of investigation and litigation,” it does not expressly list attorney fees as an item included within that definition. Cf. La. C.C. art. 2545 (expressly allowing reasonable attorney fees in addition to reimbursement of reasonable expenses occasioned by a sale and | ^incurred for the preservation of a thing as well as damages to the buyer who purchases from a seller in bad faith); Smith v. Shirley, 2001-1249, pp. 10-11 (La.App. 3d Cir.2/6/02), 815 So.2d 980, 987, writ denied, 2002-0688 (La.5/24/02), 816 So.2d 308 (<HOLDING>). We have found only one case affirming an Options: A. holding that a finding of plaintiffs bad faith is not a prerequisite to the trial courts exercise of discretion to award fees B. holding error to award statutory sanctions where no evidence of bad faith and attorney did not assert frivolous claim or unfounded position for purposes of delay or harassment C. holding that la cc art 1997 which provides that a bad faith obligor is liable for all damages that are a direct consequence of his failure to perform does not encompass an award of attorney fees since there was no statutory or contractual provision providing for them D. holding title company liable for bad faith E. holding that a bad faith claim is a tort

assistant: The best answer is C. holding that la cc art 1997 which provides that a bad faith obligor is liable for all damages that are a direct consequence of his failure to perform does not encompass an award of attorney fees since there was no statutory or contractual provision providing for them
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: Purchaser agrees to and does hereby fully and completely forever release, hold harmless, indemnify and discharge Seller from any and all causes of action, damages, disputes, claims, debts, liabilities, sums of money, accounts, and demands of any kind whatsoever, whether known or unknown, and whether existing now or arising in the future arising out of or related to the ownership of the Purchased Interests.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Restatement Effective Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it shall make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06 , the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

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 case excerpt and choose the best holding from the options. Case excerpt: sale of drugs. Lusby, 507 So.2d at 612. Similarly, in Laws v. State, 540 So.2d 928 (Fla. 4th DCA), cause dismissed, 545 So.2d 1367 (Fla.1989), this court found that evidence that defendant produced cocaine from his contacts and stated that he had been in the business for a long time and had other clients, was sufficient to show that he was engaged in ongoing criminal activity. However, unlike the Lusby or Laws defendants, appellant in this case had no prior history of drug use or trafficking, nor did he provide police any reason to infer a familiarity with drugs. Furthermore, he did not take an active part in supplying the drugs. There was therefore no basis for a conclusion that appellant was engaging in the ongoing sale of drugs. Pezzella v. State, 513 So.2d 1328 (Fla. 3d DCA 1987) (<HOLDING>), rev. denied, 523 So.2d 578 (Fla.1988); Options: A. holding that the evidence was insufficient to prove the offense of supplying contraband to a jail because the defendant was not in possession of the drugs when he was taken to jail where the arresting officer entered the jail with the drugs B. holding that circumstantial evidence of guilt emanating from the defendants proximity to illicit drugs in plain view was equally susceptible to the reasonable hypotheses that the defendant was a mere visitor and that the drugs were in the possession and control of the owner or other occupant of the premises C. holding that it was reasonable to conclude that a defendant intended to use a truck to facilitate the transportation of drugs when the defendant arrived at the site of drug activity in the truck and had no alternative means of leaving the site after obtaining the drugs D. holding that there was no interruption of ongoing criminal activity when the police were unaware of any such activity prior to their actions and by supplying the drugs involved in the transaction the police did not facilitate discovery or suppression of ongoing illicit traffic in drugs E. holding the right to record police activity on public property was not clearly established

assistant: The best answer is D. holding that there was no interruption of ongoing criminal activity when the police were unaware of any such activity prior to their actions and by supplying the drugs involved in the transaction the police did not facilitate discovery or suppression of ongoing illicit traffic in drugs
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: skype further does not represent or warrant that the software , products and/or skype websites will always be available , accessible , uninterrupted , timely , secure , accurate , complete and error-free or will operate without packet loss , nor does skype warrant any connection to or transmission from the internet , or any quality of calls made through the software .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: MRMC will invoice the Company in advance for the (a) Monthly Fee and (b) Direct Expenses, if any, that are incurred or anticipated to be incurred for each month. The Company will pay to MRMC all amounts due under the invoice on or before the first of the month. Direct Expenses will be estimated but trued up at the end of any month, with the payment of any shortage due from the Company to MRMC, or any excess due from MRMC to Company, to be paid within ten days of the end of the month.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if , however , that court would lack original jurisdiction over the litigation , then all claims and disputes arising out of or relating to the terms or the use of the products will be litigated exclusively in the superior court of california , county of los angeles .

assistant: Jurisdiction
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 indemnifications made pursuant to Section 9.3 herein and the representations and warranties, covenants, and other obligations arising under the Environmental Indemnity, shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by: any satisfaction, release or other termination of this Security Instrument, any assignment or other transfer of all or any portion of this Security Instrument or Lender's interest in the Property (but, in such case, shall benefit both Indemnified Parties and any assignee or transferee), any exercise of Lender's rights and remedies pursuant hereto including but not limited to foreclosure or acceptance of a deed in lieu of foreclosure, any exercise of any rights and remedies pursuant to the Loan Agreement, the Note or any of the other Loan Documents, any transfer of all or any portion of the Property (whether by Borrower or by Lender following foreclosure or acceptance of a deed in lieu of foreclosure or at any other time), any amendment to this Security Instrument, the Loan Agreement, the Note or the other Loan Documents, and any act or omission that might otherwise be construed as a release or discharge of Borrower from the obligations pursuant hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and consideration by the trial court. Also, counsels’ discussion with the trial judge regarding the disqualification covers approximately ten pages of the reporter’s record. From the information provided by the prospective juror of his theft conviction, the trial court concluded that the juror was disqualified, but notwithstanding the constitutional implications, proceeded to mistakenly impanel him concluding that the disqualification could be waived. Moreover, this contention is analogous to a sufficiency of the evidence challenge, see generally Givens v. State, 26 S.W.3d 739, 740 (Tex.App.-Austin 2000, pet. ref'd); Flanary v. State, 166 Tex.Crim. 495, 316 S.W.2d 897, 898 (1958), or error based on an ex post facto claim. See generally Ieppert v. State, 908 S.W.2d 217 (Tex.Cr.App.1995) (<HOLDING>). See also Blue v. State, 41 S.W.3d 129, 131 Options: A. holding that a party may not raise a claim on appeal that was not presented to the trial court B. holding that a party may not raise an issue for the first time on appeal C. holding that the sovereign immunity defense may be raised for the first time on appeal D. holding that claims which were not presented to the motion court cannot be raised for the first time on appeal E. holding that an ex post facto claim may be presented for the first time on appeal because a categorical prohibition may not be waived

assistant: The best answer is E. holding that an ex post facto claim may be presented for the first time on appeal because a categorical prohibition may not be waived
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: from disposition of collateral, our analysis is based on a calculation of McCormac’s intended “pecuniary harm.” U.S. Sentencing Guidelines Manual § 2B1.1, cmt. n. 2(A)(ii). The 2001 amendments to the sentencing guidelines for fraud make clear that intended loss should not be an inquiry into intent to repay, as suggested by case law interpreting the prior sentencing guideline, but rather should focus on the intended financial harm. See id. Thus, even though in many instances this will simply be an inquiry into whether a defendant intended to repay, when collateral is involved courts must also consider whether a defendant planned to return the collateral or anticipated that such collateral would be repossessed or foreclosed on by the lending institution. See Williams, 292 F.3d at 686 (<HOLDING>). Applying that standard here, we find that Options: A. holding that the district court determines the amount of loss under the preponderance of the evidence standard B. holding that a court should consider pledged collateral when determining the amount of the intended loss C. holding that the amount that a defendant made available to himself by way of fraudulent deposits demonstrated the amount of loss intended D. holding that while the nonprevailing partys financial condition is not appropriate to consider in determining whether to award attorneys fees it is appropriate to consider when determining the amount of the attorneys fees E. holding that bank incurred a loss when it made a loan upon the collateral of pledged stock certificates

assistant: The best answer is B. holding that a court should consider pledged collateral when determining the amount of the intended loss
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 dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of the terms of this Agreement, the Plan, or any Plan prospectus will be determined and resolved by the Board or its authorized delegate. Such determination or resolution by the Board or its authorized delegate will be final, binding and conclusive for all purposes.

assistant: Interpretations