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: distinguishes this ease from those in which the defendant’s own consent prolonged a traffic stop. See Williams, 359 F.3d at 1020 (after a valid traffic stop at the Sugar Tree exit, defendant “consented to a search of his vehicle ... [which] revealed 593 pounds of marijuana”); Martinez, 358 F.3d at 1007 (”[d]efendant voluntarily consented to search of his motor vehicle after valid Sugar Tree traffic stop which revealed 17 kilograms of cocaine); United States v. Hornbecker, 316 F.3d 40, 45 (1st Cir.2003) (after initial traffic stop, defendant “was twice told that he was free to go but consented to stay and comply with the troopers’ various requests,” including a search of his vehicle which revealed 400 pounds of marijuana); Chhien, 266 F.3d at 8 (a “consensual pat-down s Cir.1981) (<HOLDING>) with United States v. Bouffard, 917 F.2d 673, Options: A. holding that the defendant failed to demonstrate legitimate expectation of privacy where he could not show that he had the owners permission to use the car or demonstrate prior use or control of the car B. holding that the driver of a car who had permission to use the car had standing to challenge its search C. holding that the driver of a borrowed car had the requisite legitimate expectation of privacy to support standing for fourth amendment purposes D. holding that the driver of a ear owned by his wife who had given him permission to use it had a legitimate expectation of privacy under the fourth amendment E. holding that even a driver not listed as an authorized driver for a rental car could nevertheless have an expectation of privacy if given permission to use the car by an authorized driver

assistant: The best answer is D. holding that the driver of a ear owned by his wife who had given him permission to use it had a legitimate expectation of privacy under the fourth amendment
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: police standards and that there were alternative techniques available for subduing him that presented a lesser threat of death or serious injury. Smith offered an expert declaration on the training of police dogs and police dog handlers. Discussing whether the officers' conduct comported with law enforcement standards, the expert relied upon California's Peace Officer Standards and Training, which are applicable to all state police officers and are a part of Department policy. He concluded that the officers could and should have used control holds to complete the arrest rather than to sic Quando on him onc 1994) (suggesting that the use of deadly force is objectively reasonable where a suspect points a gun at officers); Garcia v. United States, 826 F.2d 806, 812 (9th Cir.1987) (<HOLDING>). The issue presented by Smith is initially Options: A. holding that deadly force was justified where a suspect violently resisted arrest physically attacked the officer and grabbed the officers gun B. holding that officers positioning himself next to his patrol car with gun drawn and then firing was a discretionary use of deadly force C. holding that apprehension by the use of deadly force is a seizure D. holding that expert testimony on what constitutes deadly physical force and whether the use of force was justified should have been excluded E. holding that deadly force was reasonable where the plaintiff attacked a border patrol agent with a rock and stick

assistant: The best answer is E. holding that deadly force was reasonable where the plaintiff attacked a border patrol agent with a rock and stick
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 convict appellant of possession of an imitation controlled substance with the intent to distribute. In order to prove intent to distribute, the Commonwealth may rely on circumstantial evidence, so long as the evidence as a whole excludes every reasonable hypothesis of innocence. See Emerson v. Commonwealth, 43 Va.App. 263, 277, 597 S.E.2d 242, 249 (2004); Servis v. Commonwealth, 6 Va.App. 507, 524, 371 S.E.2d 156, 165 (1988). “ ‘Whether an alternative hypothesis of innocence is reasonable is a question of fact and, therefore, is binding on appeal unless plainly wrong.’” Emerson, 43 Va.App. at 277, 597 S.E.2d at 249 (quoting Archer v. Commonwealth, 26 Va.App. 1, 12-13, 492 S.E.2d 826, 832 (1997)); see also Haskins v. Commonwealth, 44 Va.App. 1, 9, 602 S.E.2d 402, 406 (2004) (<HOLDING>). To convict an individual of intent to Options: A. holding that to comport with due process the legislation must have a rational basis for the deprivation and may not be so inadequate that the judiciary will characterize it as arbitrary B. holding that almendareztorres rejected the argument that the fact of a prior conviction must be found by a jury C. holding that the issue of proximate causation involves application of law to fact which should be left to the fact finder subject to limited review D. holding that industrial commission is ultimate fact finder E. holding that where the fact finder has rejected the hypothesis of innocence that determination cannot be overturned as arbitrary unless no rational factfinder would have come to that conclusion

assistant: The best answer is E. holding that where the fact finder has rejected the hypothesis of innocence that determination cannot be overturned as arbitrary unless no rational factfinder would have come to that conclusion
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: set” and “telephone service” as examples of personal comfort items. 42 C.F.R. § 405.310(j) (1979). The Hospital does not seriously argue that this interpretation is beyond the authority of the Secretary. Instead, the Hospital argues that medicare patients have a constitutional right, under the Free Speech Clause of the First Amendment, to government reimbursement of television and telephone expenses incurred during their covered hospitalization. We disagree. Assuming without deciding that the government is barred by the First Amendment from acting to prevent a hospital patient’s access to television and telephone service, we think it clear that there is no constitutional obligation to finance such access. In Harris v. McRae, - U.S. -,---, 100 S.Ct. 2671, 2688-89, 65 L.Ed.2d 1094 (1980) (<HOLDING>), the Supreme Court explained the applicable Options: A. holding that government regulation even extensive regulation and the receipt of federal funds such as medicare medicaid and hillburton funds are insufficient to establish that a hospital or other entity acted under color of state law B. holding constitutional the hyde amendment which severely limits the reimbursement of abortion costs from medicaid funds C. holding that suits which seek no recovery from state funds but rather allege that recovery is sought under and up to the limits of the states liability insurance coverage fall outside the traditional constitutional bar to suits against the state D. holding that medicaid and medicare funds are subject to levy and that even if the inability to pay was the result of government regulation it would not excuse the tax liability E. holding that the constitutional rights in a termination proceeding are derived from the due process clause of the fourteenth amendment of the united states constitution and not the sixth amendment

assistant: The best answer is B. holding constitutional the hyde amendment which severely limits the reimbursement of abortion costs from medicaid funds
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 extent that these arms of the state were citizens, they would unquestionably be diverse from defendants. Thus, one might argue that the fact that they are not citizens at all should not destroy federal juris diction, just as the fact that they are not citizens cannot create it. 22 .See, e.g., World Trade Center Props., L.L.C. v. Hartford Fire Ins. Co., 345 F.3d 154, 161 (2d Cir.2003) abrogated on other grounds in Wachovia Bank v. Schmidt, 546 U.S. 303, 126 S.Ct. 941, 163 L.Ed.2d 797 (2006) ("Defendant Port Authority presents a closer question on jurisdiction because it is a state-created body, thereby raising the possibility that it is a not a "citizen” of any state, the effect of which would be to destroy diversity.”); Long v. District of Columbia, 820 F.2d 409, 416 (D.C.Cir.1987) (<HOLDING>); Chisholm v. United of Omaha Life Ins. Co., Options: A. holding that the federal district court had no subject matter jurisdiction to review the courts denial of a particular application for admission to the district of columbia bar B. holding that substantive admiralty law applies though suit was filed in federal court under diversity jurisdiction C. holding that absent dismissal of the district of columbia federal diversity jurisdiction would be lacking in suit against a diverse codefendant D. holding that a federal court in diversity jurisdiction must apply state substantive law E. holding that the fourteenth amendment does not apply to the district of columbia

assistant: The best answer is C. holding that absent dismissal of the district of columbia federal diversity jurisdiction would be lacking in suit against a diverse codefendant
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 Amendment shall become effective as of the date (the “ Effective Date ”) on which the last of the following shall occur: (a) this Amendment shall have been executed and delivered by a duly authorized officer of each party hereto and (b) the Fourth Amendment and Joinder to Originator Purchase Agreement, dated as of the date hereof, shall have been executed by all parties thereto, and all conditions precedent in Section 7 thereof shall have been satisfied.

assistant: Effective Dates
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 may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement and the Equity Award agreements, comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. The Company and Executive acknowledge that the separation of the Executive’s employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

assistant: Miscellaneous
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 questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

assistant: Governing 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: This Agreement shall have an initial term of three years commencing as of March 9, 2017 (the “ Start Date ”). This Agreement will automatically renew at the end of the initial term and at the end of each subsequent term, for a subsequent term of one year unless either party gives written notice of non-renewal to the other at least 90 days prior to the expiration of the then current term. Such notice may be given for any or no reason. This Agreement is subject to earlier termination as hereinafter provided.

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 legal provision and list the applicable contract clause categories. Provision: Borrower, the Property and the use thereof comply in all material respects with all applicable Insurance Requirements and Legal Requirements, including building and zoning ordinances and codes. The Property conforms, in all material respects, to current zoning requirements (including requirements relating to parking) and is neither an illegal nor a legal nonconforming use except as specified in the Zoning Report. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority the violation of which could materially and adversely affect the Property or the condition (financial or otherwise) or business of Borrower. There has not been committed by or on behalf of Borrower or, to Borrower’s knowledge, any other person in occupancy of or involved with the operation or use of the Property, any act or omission affording any federal Governmental Authority or any state or local Governmental Authority the right of forfeiture as against the Property or any portion thereof or any monies paid in performance of its obligations under any of the Loan Documents. Neither Borrower nor Guarantor has purchased any portion of the Property with proceeds of any illegal activity.

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: This Agreement may be terminated by the Company or the Consultant upon 15 days’ prior written notice to the other party. The Company may terminate this Agreement immediately for any willful breach by the Consultant of any provision set forth in this Agreement or any negligence or willful misconduct by the Consultant that may be detrimental or harmful to the Company. In the event of the termination of this Agreement pursuant to this Section 6 , the Company's obligations under Sections 4 and 5 shall cease on the effective date of such termination, except with respect to the Company’s obligation to pay any unpaid Consulting Fees and expenses (incurred in accordance with Section 5 ) prior to the date of termination. In the event of the death or permanent disability of the Consultant, this Agreement shall terminate and no further payments shall be made hereunder, except with respect to the Company’s obligation to pay any unpaid Consulting Fees and expenses (incurred in accordance with Section 5 ) prior to the date of termination, which amounts shall be paid to the Consultant’s heirs, successors or assigns. The provisions of this Section 6 and Sections 7-18 , shall survive the expiration or termination of this Agreement and shall remain in full force and effect in accordance with the terms thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 391 (Bankr.E.D.Pa.1998). The bankruptcy court, identifying the assets of a law firm under the Pennsylvania UPA, looked to general principles of partnership law to hold that the partnership did not end at dissolution, but extended through the winding up period. 227 B.R. at 407. During that period, the partners still owe each other a duty, and must complete the unfinished business of the partnership. Id. at 407-08. In surveying other jurisdictions, the bankruptcy court concluded that post-dissolution proceeds (obtained during the winding up), whether from hourly or contingency fees, are assets of the partnership. Id. at 408. The trial court here also cited Melenyzer v. Tershel, No. 99-5200, 2004 WL 5149401 (C.P. Washington January 2, 2004) ll.Dec. 602, 485 N.E.2d 413 (Ill.App.Ct.1985) (<HOLDING>); Sullivan, Bodney & Hammond v. Bodney, 16 Options: A. holding same and citing cases B. holding abuse of discretion is the proper standard for reviewing award of attorney fees in patent cases although questions of law may in some cases be relevant C. holding that even though the state trial court rendered its judgments in the defendants prior cases on the same day with their sentences to run concurrently the district court did not clearly err in finding that those prior cases were not consolidated for sentencing due to cases separate indictments and judgments and the absence of a consolidation order D. holding that handling contingency fee cases is part of winding up and fees earned in those cases were partnership assets E. holding that although not essential to the outcomes of two previous cases the court of appeals should have followed the texas supreme courts statements in those cases

assistant: The best answer is D. holding that handling contingency fee cases is part of winding up and fees earned in those cases were partnership assets
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 anything in this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated thereunder, as such statutory provision and regulations may be amended, superseded and/or replaced from time to time. If a payment due to Employee under this Agreement constitutes “deferred compensation” (as defined in Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) and such payment is scheduled to be paid within six months after the Resignation Date, then such payment shall be paid within 15 calendar days after the end of the six-month period that begins on the Resignation Date. If Employee dies prior to the date that payments are required to commence in accordance with the previous sentence, then payment shall be made in a lump sum within 15 calendar days after the appointment of the personal representative or executor of Employee’s estate following his death. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of Internal Revenue Code of 1986, as amended (the “ Code ”), and any Treasury Regulations and guidance promulgated thereunder. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, then such provision may be modified and given effect (retroactively if necessary), in the sole discretion of the Employer and without Employee’s consent, in such manner as the Employer determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary: (a) in no event shall the Employer exercise its discretion to accelerate the timing or settlement of any required payment hereunder where such payment constitutes deferred compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4) or any successor provision; and (b) the Employer shall have no liability to Employee, including, without limitation, for any taxes or penalties that may be imposed on Employee, in the event that any provision of this Agreement is not compliant with, or exempt from, Section 409A of the Code. As used in this Agreement, the terms “termination of employment”, “resignation” and words of similar import mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, Employee’s “separation from service” as defined in Section 409A of the Code.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 404 U.S. 4 92 S.Ct. 22 30 L.Ed.2d 126 Raymond ARCINIEGAv.Edward R. FREEMAN, U. S. Marshal. No. 70-5135. Oct. 26, 1971. PER CURIAM. 1 Petitioner's parole was revoked by the Federal Parole Board because of association with other ex-convicts. In a petition for habeas corpus, petitioner contended that the record did not disclose any evidence in support of this conclusion. The Court of Appeals for the Ninth Circuit, sustained the revocation on the sole ground that petitioner worked at a restaurant-nightclub that employed other ex-convicts. 439 F.2d 776. 2 The Parole Board has wide authority to set conditions, 18 U.S.C. § 4203(a), and here petitioner was forbidden to 'associate' with other ex-convicts. But the Board's own regulations require 'satisfactory evidence' of a parole violation to justify an arrest warrant. 28 CFR § 2.35. We do not believe that the parole condition restricting association was intended to apply to incidental contacts between ex-convicts in the course of work on a legitimate job for a common employer. Nor is such occupational association, standing alone, satisfactory evidence of nonbusiness association violative of the parole restriction. To so assume would be to render a parolee vulnerable to imprisonment whenever his employer, willing to hire ex-convicts, hires more than one. Absent a clear Parole Board directive to this effect, we cannot sustain the judgment of the Court of Appeals that on-the-job contacts with fellow employees with police records is sufficient evidence of parole violation. If there is in this record other evidence of forbidden association or evidence of other parole violations, neither the Court of Appeals nor the United States has identified it. 3 The motion for leave to proceed in forma pauperis is granted, the petition for a writ of certiorari is granted, and the judgment of the Court of Appeals is reversed. 4 Reversed.

assistant: 4
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you 're on an annual plan , we 'll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date .

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: Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Employee in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Employee harmless from any or all of such taxes or penalties.

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: Upon any Change in Control prior to December 31, 2019, the amount of cash that shall be paid in settlement of this Award shall be equal to the greater of (i) the Base Cash Amount (as set forth in the Notice of Grant) or (ii) such Base Cash Amount multiplied by the 2019 Revenue Performance Multiplier, multiplied by the TSR Performance Multiplier, rounding up to the nearest whole dollar.

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: Borrower hereby restates and reaffirms all of the covenants, representations and warranties set forth in the Loan Agreement, as if made as of the date of this Amendment and with regard to the Loan and the Additional Properties. In particular, all of the representations and warranties set forth in Section 4 of the Loan Agreement, as applied to Borrower and all of the Property, remain true, accurate and complete. Borrower hereby represents and warrants that each of the conditions precedent to the addition of the Additional Properties set forth in the Loan Agreement have been satisfied, as of the date hereof.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you must accept the eula , the terms of use and the bnet tou ( collectively , the `` blizzard agreements '' ) prior to playing world of warcraft .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a corporation a claim belonging not to the shareholder, but to the corporation.” Levine v. Smith, 591 A.2d 194, 200 (Del.1991) (citing Aronson v. Lewis, 473 A.2d 805, 811 (Del. 1984)). Because “the decision to bring a law suit or to refrain from litigating a claim on behalf of a corporation is a decision concerning the management of the corporation,” Spiegel v. Buntrock, 571 A.2d 767, 773 (Del.1990), the decision belongs to the General Partner. Thus, a limited partner may bring an action to recover a judgment in favor of the partnership if the general partner has refused to do so “or if an effort to cause those general partners to bring the action is not likely to succeed.” Del.Code Ann. Tit. 6, § 17-1003 (2006); see also Laties v. Wise, 2005 WL 3501709, at *1 (DeLCh. Dec. 14, 2005) (<HOLDING>). The question of standing to bring a Options: A. holding shareholder lacks standing under delaware law to maintain such a claim unless he first exhausts all intracorporate remedies by making a demand on the board of directors to obtain the action desired or by pleading with particularity why demand should be excused B. holding that agency demand letters are not suits C. holding that the interest must be that created by a claim to the demand in suit or some part thereof which is the subject of litigation D. holding that rule 231 does not apply to an action brought by a shareholder under 36b of the investment company act and that a plaintiff in such case need not make a demand before bringing suit E. holding that in order to maintain a derivative cause of action a shareholder must maintain a continuous ownership interest in the corporation

assistant: The best answer is A. holding shareholder lacks standing under delaware law to maintain such a claim unless he first exhausts all intracorporate remedies by making a demand on the board of directors to obtain the action desired or by pleading with particularity why demand should be excused
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of set forth in this Article V shall survive the execution and delivery of this Agreement and each Servicing Transfer Date and shall continue in full force and effect after the termination date . Upon discovery by any party of any breach of any of the foregoing represent ations and warranties, suc h party shall give prompt writte n notice thereof to the other parties .

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Loan Documents are intended to take effect as sealed instruments and shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof, except to the extent otherwise provided in the Loan Documents.

assistant: Governing 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: Throughout the Term, Employer shall pay Employee an annual base salary (“Base Salary”) of One Hundred Fifty Thousand Dollars ($150,000). All Base Salary shall be payable ratably in bi-weekly installments, or more or less often in accordance with Employer’s standard payroll practices in effect from time to time, net of all amounts required to be withheld by Employer for taxes imposed on Employee pursuant to all applicable laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at the hearing in connection with his Title VII retaliation claim. Accordingly, although these incidents are in the record, the Court will not consider these incidents. See Adler v. Wal-Mart Stores, Inc., 144 F.3d 664, 672 (10th Cir.1998)(''The district court has discretion to go. beyond the referenced portions of these materials, but is not required to do so. If the rule were otherwise, the workload of the district courts would be insurmountable and summary judgment would rarely be granted.”) (citation omitted). The reason that neither party discusses them is that they do not appear sufficiently adverse to constitute an adverse action for the purposes of establishing a prima facie case of Title VII retaliation. See Sanchez v. Denver Pub. Schs., 164 F.3d 527, 532 (10th Cir.1998)(<HOLDING>)(quotation omitted). 17 . Even if the Court Options: A. holding that title vii plaintiff must show that retaliatory motive played a part in the adverse employment action B. holding that a transfer of job duties can constitute an adverse employment action C. holding that in the context of title vii the alleged action must be more than a mere inconvenience or an alteration of job responsibilities to be an adverse employment action D. holding that a verbal threat of being fired is not an adverse employment action for purposes of title vii E. holding that termination is an adverse employment action

assistant: The best answer is C. holding that in the context of title vii the alleged action must be more than a mere inconvenience or an alteration of job responsibilities to be an adverse employment action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that this claim be retained, for the same reasons as stated in the Zazzali v. Swenson Report and Recommendation. H. Misappropriation/Unjust Enrichment and Breach of Trust (Counts 11,16, & 25) As in Zazzali v. Swenson, the Court will recommend granting the motion to dismiss Counts 11 and 16 to the extent that they contain misappropriation claims. These claims arise from the alleged commingling of Accountable Reserve funds with general operating accounts. However, the very fact of the co-mingling forecloses an equi table claim for misappropriation under Idaho law. See, Taylor v. McNichols, 243 P.3d 642 (2010) (money in a misappropriation claim must be described as a specific chattel); Warm Springs Properties Inc. v. Andora Villa, Inc., 96 Idaho 270, 272, 526 P.2d 1106, 1108 (1974) (<HOLDING>). Finally, Defendant offers no specific Options: A. holding that where there is a mixture of private and government funds development is not at private expense and the government gets unlimited rights to all the data B. holding that in a case where a suspended attorney commingled funds between his attorney trust account and attorney business account and the funds could not be traced claimants state of new jersey and clients security fund reached an amicable agreement to divide the funds equally C. holding that party that did not establish ownership in specific funds was a general creditor that only had a right to payment D. holding that a misappropriation claim did not lie once funds at issue lost their specific identity through mixture into defendants general checking account E. holding that because of widespread use of and reliance on general language specific identity rule would apply prospectively only

assistant: The best answer is D. holding that a misappropriation claim did not lie once funds at issue lost their specific identity through mixture into defendants general checking account
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 letter shall be governed by, and construed in accordance with, the laws of the State of New York, including without limitation Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b), and the applicable provisions of the Investment Company Act, if any. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, if any, the latter shall control. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this letter or the transactions contemplated hereby.

assistant: Governing 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: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization, (i) except as otherwise expressly permitted under Section 6.05 , and (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided , that (i) Subsidiaries that are Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Subsidiary Loan Parties and (ii) Subsidiaries that are Foreign Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties unless, in each case, such liquidation is otherwise permitted by Section 6.05(b) .

assistant: Existence
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 Holdings, Borrower and each Material Subsidiary has duly complied, and its Properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of material noncompliance issued to Borrower or any Material Subsidiary under any Applicable Law. No Inventory has been produced in violation of any material provisions of the FLSA.

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: Upon the expiration of the Standstill Period in accordance with Section 3 , this Agreement shall immediately and automatically terminate in its entirety and no Party hereunder shall have any further rights or obligations under this Agreement; provided , however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court to reverse a criminal conviction obtained in an otherwise fair proceeding.” United States v. Young, 470 U.S. 1, 11, 105 S.Ct. 1038, 84 L.Ed.2d 1 (1985). We “must consider the probable effect the prosecutor’s [comments] would have on the jury’s ability to judge the evidence fairly,” “within the context of the trial.” Id. at 12, 105 S.Ct. 1038. a. Barragan, Franco, and Gutierrez An “important factor contributing to the prejudicial effect of improper statements is the strength of the case against a defendant.” Sanchez, 659 F.3d at 1260 (quoting Weather spoon, 410 F.3d at 1151). The evidence against Barragan, Franco, and Gutierrez was overwhelming, and they do not argue otherwise. Thus, we conclude that the prosecutor’s remarks did not prejudice them. See Nobari, 574 F.3d at 1082 (<HOLDING>). b. Fernandez The evidence against Fernandez Options: A. holding that the admission of a family photo was harmless error in light of the overwhelming evidence in support of the conviction B. holding that while the prosecutors question was improper in light of the overwhelming evidence there was no reversible error in the denial of defendants motion for mistrial C. holding the error harmless in light of the overwhelming evidence of guilt D. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt E. holding that prosecutors remarks were harmless in light of overwhelming evidence against defendants

assistant: The best answer is E. holding that prosecutors remarks were harmless in light of overwhelming evidence against defendants
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has no Subsidiaries other than as identified on Schedule 4.08 attached hereto, as the same may from time to time be amended, modified or supplemented as provided herein. All of the issued and outstanding Capital Stock of each Subsidiary owned by Borrower is duly authorized, validly issued and fully paid and nonassessable. Except as disclosed on Schedule 4.08 attached hereto, neither the Borrower nor any Subsidiary, individually or collectively, owns or holds, directly or indirectly, more than 50% of the Capital Stock of or in any corporation, partnership, limited liability company or business other than the Borrower’s Subsidiaries.

assistant: Subsidiaries
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: generally Stewart v. Coalter, 48 F.3d 610, 613-14 (1st Cir.1995). 33 . This standard is similar, but not identical, to the formulation used by federal courts in criminal cases to determine whether the defendant is entitled to a directed verdict of acquittal under the reasonable doubt standard of proof. See generally Curley v. United States, 160 F.2d 229, 232-33 (D.C.Cir.1947); United States v. Taylor, 464 F.2d 240, 243 (2nd Cir.1972); see also 2A Wright & Miller, Federal Practice and Procedure § 467 (3rd ed.2000). 34 . See Southwest Key Program, Inc. v. Gil-Perez, 81 S.W.3d 269, 270 (Tex.2002) (rendering judgment against the plaintiff in a negligence case when there was legally insufficient evidence of proximate cause); Vista Chevrolet, Inc. v. Lewis, 709 S.W.2d 176, 176-77 (Tex. 1986) (<HOLDING>); see also In re D.T., 34 S.W.3d 625, 642 Options: A. holding venue proper where proper when the action was commenced B. holding that the obviousness of an error is hard to determine where there is no settled appellate law on point C. holding that rendition is proper when a no evidence point is sustained D. holding that rendition is remedy for no evidence E. holding that the reviewing court must thus be satisfied that there is no reasonable possibility that evidence complained of whether erroneously admitted or excluded may have contributed to rendition of guilty verdict

assistant: The best answer is C. holding that rendition is proper when a no evidence point is sustained
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Ninth Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings given to them in each agreement for all purposes of this Ninth Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts and delivered by means of facsimile or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.

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: Notwithstanding any other provision of this Agreement, this Agreement is made, and the RSUs are granted, pursuant to the Plan and are in all respects limited by and subject to the express provisions of the Plan, as amended from time to time. To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. The interpretation and construction by the Committee of the Plan, this Agreement and any such rules and regulations adopted by the Committee for purposes of administering the Plan, shall be final and binding upon the Participant and all other persons.

assistant: Construction