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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the charges assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that any dispute or claim, that could be brought in court including discrimination or retaliation claims, relating to this Agreement or arising out of Employee's employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans, if the plan contains a final and binding appeal procedure for the resolution of disputes under the plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is not intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall be conducted in San Antonio, Texas. The arbitration shall proceed in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect at the time the claim or dispute arose, unless other rules are agreed upon by the parties. Unless agreed to in writing, the arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to the National Rules for Resolution of Employment Disputes of the AAA, or other rules as the parties may agree to in writing. Any claims received after the applicable statute of limitations period shall be deemed null and void. The parties further agree that by entering into this Agreement, the right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless the parties agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative, collective or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries have paid all U.S. federal, and all material state, local and foreign taxes and filed all U.S. federal income Tax Returns and all other material Tax Returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the SEC Filings or as would not, individually or in the aggregate, have a Material Adverse Effect, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its Subsidiaries or any of their respective properties or assets.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by the holders of the Notes, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by such holders in connection with this letter agreement or the transactions contemplated hereby, in enforcing any rights under this letter agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this letter agreement or the transactions contemplated hereby. The obligations of the Company under this Section 5 shall survive transfer by any holder of any Note and payment of any Note.

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: In the event of the termination of this Agreement pursuant to this Article IX , the Party terminating this Agreement shall give prompt written notice thereof to the other Parties, and the transactions contemplated hereby as they relate to MPT shall be abandoned, without further action by any Party. Each filing, application and other submission relating to the transactions contemplated hereby shall, to the extent practicable, be withdrawn from the person to whom it was made. Notwithstanding any statement contained in this Agreement to the contrary, termination of this Agreement shall not relieve any Party from liability for any breach or violation of this Agreement that arose prior to such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the rights enumerated in this Section 8 shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Section 8 or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Section 8, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, each of the Company and Executive agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: assault, possession of a firearm during the commission of a crime, and possession of a firearm by a convicted felon. The trial court sentenced both men to life imprisonment for the malice murder conviction, five years suspended for possession of a firearm during the commission of a crime to run consecutively to malice murder, and another five years suspended for possession of a firearm by a convicted felon to run consecutively to the other weapons charge, for a total sentence of life plus ten years suspended. The trial court then purportedly merged the appellants’ felony murder counts and aggravated assault charges into their respective malice murder convictions. However, the felony murder counts did not “merge” but were vacated by operation of law. See Favors, 296 Ga. at 847-848 (5) (<HOLDING>); Hurt v. State, 298 Ga. 51 (779 SE2d 313) Options: A. holding that first and seconddegree intentional murder verdicts are consistent with a felony murder verdict because lack of intent is not an element of seconddegree felony murder B. holding that where both firstdegree and felony murder were possible bases for a murder conviction a jury instruction that suggested the jury could rely on felony murder as the predicate offense for a conviction for conspiracy to commit murder was improper because under arizona law a conviction for conspiracy to commit firstdegree murder requires a specific intent to kill C. holding that felony murder verdicts did not merge into a malice murder verdict but were instead vacated by operation of law D. holding constitutional arizonas scheme of providing general verdicts for firstdegree murder based on either premeditation or felony murder without requiring jury unanimity E. holding error is not harmless when the accused is convicted of firstdegree murder on a general verdict after a trial in which premeditation and felony murder theories are espoused if the felony underlying the felony murder charge is based on a legally unsupportable theory

assistant: The best answer is C. holding that felony murder verdicts did not merge into a malice murder verdict but were instead vacated by operation of law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock or shares of Common Stock or other securities issued on account of Series A Preferred Stock pursuant hereto or certificates representing such shares or securities. However, in the case of conversion of Series A Preferred Stock, the Company shall not be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, shares of Common Stock or other securities to a beneficial owner other than the beneficial owner of the Series A Preferred Stock immediately prior to such conversion, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In case any provision in this Agreement shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of such contract and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: States and other nations and other such interests.” Aldana, 2007 WL 3054986 at *5. The district court, however, did not explain how Plaintiffs’ choice of forum — in a federal court of their country of residence— constitutes forum shopping or threatens international comity. Indeed, it is perfectly reasonable for Plaintiffs to have brought this lawsuit in the court of the country of them residence, particularly because United States’ law governs their claims and one of the Defendants, Del Monte, is incorporated and located in the United States. Also, because there is no pending suit or prior judgment in Guatemalan court, it is not obvious why there should be any threat to international comity in allowing Plaintiffs to file their civil suit in this country. See Ford, 319 F.3d at 1309 (<HOLDING>). Furthermore, the district court gave an Options: A. holding that a reviewing court has the power to reject the findings and conclusions of the trial court where the findings are not supported by the evidence B. holding that where there is no public international issue raised a foreign government is not involved in the litigation and the litigation involves private parties concerning disputes arising out of a contract not only would an antisuit injunction not have an intolerable impact on comity but allowing foreign suits to proceed in such circumstances would seriously harm international comity C. holding district court may treat bankruptcy courts findings and conclusions as proposed D. holding that comity concerns are implicated where plaintiffs ask the district court to contradict the conclusions of the hong kong courts and to overlook the respect that a foreign sovereign is due E. holding the supreme court was without jurisdiction to hear an appeal from the courts finding of facts conclusions of law and ruling until the court entered the decree that was contemplated by the finding of facts conclusions of law and ruling

assistant: The best answer is D. holding that comity concerns are implicated where plaintiffs ask the district court to contradict the conclusions of the hong kong courts and to overlook the respect that a foreign sovereign is due
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: posting. (CBA § 16.9 (“There shall be no bidding for promotion to Operators ‘B’ in this manner.”)) Moreover, it is reasonable to infer that the Unions were aware that Williams was certified as B Operator in 2008 through the seven year rule in light of the allegations that Plaintiffs spoke to them about their grievance five separate times. (Id. ¶¶ 27-32, 36.) Capogrosso, 588 F.3d at 184 (Court must make reasonable inferences in plaintiffs’ favor on a motion to dismiss.) Because Union Defendants’ refusal to process Plaintiffs’ grievance was based on an interpretation of the CBA inapplicable to the facts of the Complaint, Plaintiffs have plausibly alleged that the Unions acted arbitrarily in refusing to file their grievance. Bache v. American Tel. & Tel., 840 F.2d 283, 291 (5th Cir. 1988) (<HOLDING>); Ehrenburg v. Outokumpu American Brass, Inc., Options: A. holding that an arbitrators interpretation of the scope of the issue submitted to him is entitled to the same deference accorded his interpretation of the collective bargaining agreement B. holding that union could contractually undertake in collective bargaining agreement other duties towards member employees in addition to statutorilyimposed duty of fair representation C. holding that union policy of furnishing only its members with legal counsel in connection with grievances under collective bargaining agreement violated unions duty of fair representation under federal service labormanagement relations statute D. holding that a union may breach its duty of fair representation by rejecting an employees interpretation of the collective bargaining agreement if the unions interpretation is itself arbitrary or unreasonable E. holding that an employee may sue for breach of a collective bargaining agreement without the union

assistant: The best answer is D. holding that a union may breach its duty of fair representation by rejecting an employees interpretation of the collective bargaining agreement if the unions interpretation is itself arbitrary or unreasonable
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: does not consider an issue not passed upon below.” Singleton v. Wulff, 428 U.S. 106, 120, 96 S.Ct. 2868, 49 L.Ed.2d 826 (1976). “Certainly there are circumstances in which a federal appellate court is justified in resolving an issue not passed on below, as where the proper resolution is beyond any doubt....” Id. at 121, 96 S.Ct. 2868. It seems, however, that the appellate courts have sometimes forgotten that resolving issues not addressed by the district court is the exception, not the rule. Compare Weiser v. United States, 959 F.2d 146, 147 (9th Cir.1992) (simply stating that “[o]ur review is not limited to a consideration of the grounds upon which the district court decided the issues”), with River City Markets, Inc. v. Fleming Foods West, Inc., 960 F.2d 1458, 1462 (9th Cir.1992) (<HOLDING>). Here, the qualified immunity issues are Options: A. holding failure to exercise discretion is abuse of discretion B. holding the executive branch has absolute discretion to decide whether to conduct an investigation or prosecute a case C. recognizing discretion and electing to decide issue D. holding court unable to rule on issue when the record fails to include copies of the evidence needed to decide issue on appeal E. recognizing that the second circuit court of appeals has yet to decide the issue but concluding that employers have a duty to accommodate in regarded as cases

assistant: The best answer is C. recognizing discretion and electing to decide issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the other Loan Documents and the Fee Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

assistant: Integration
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: Employee agrees that he will not in any way, either directly or indirectly, disparage the Company or any other Company Released Party (or any of their respective employees, officers, directors, or agents), including, without limitation, by conduct or communication; provided that you may respond accurately and fully to any question, inquiry or request for information when required by legal process. Company agrees that it will, if requested by Employee in connection with any future employment, provide a positive reference letter.

assistant: Non-Disparagement
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 of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true upon the Execution Date, shall be deemed to be repeated at and as of the Closing Date (except as otherwise set forth in writing to Seller) and shall survive the Closing for a period of one (1) year.

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: All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to, in the case of (i) the Issuer, at c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, Attention: Corporate Trust Administration, with a copy to BMW Financial Services NA, LLC, as Administrator, at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677 (telecopier no. (201) 307-9286), Attention: General Counsel; (ii) the Indenture Trustee and the Secured Party, at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2017-2; and (iii) the Securities Intermediary, at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2017-2; or as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: doctor or other medical professional, data on a number or percent of prompts not replied to by a subject, data on a subject’s sleep/wake cycle, data on whether a subject had a bowel movement, data on an amount of time a portable electronic device is in suspend mode, data bn a subject’s gender, or data on a subject’s location.”). Employing a database to store data does not add inventiveness. See e.g., Intellectual Ventures I LLC v. Capital One Bank (USA), 792 F.3d 1363, 1368 (Fed.Cir.2016) (“[I]t is clear that the claims contain no inventive concept. The recited elements, e.g., a database,., .are all generic computer elements.”). Moreover, applying traditional statistical tools to data cannot possibly provide the inventive step necessary to become patent-eligible. OIP, 788 F.3d at 1363 (<HOLDING>). Finally, the specific data types referenced Options: A. holding that the implementation of an abstract idea using computer functions that are wellunderstood routine conventional activities previously known to the industry did not supply an inventive concept quoting mayo collaborative servs v prometheus labs inc 566 us 66 79 132 sct 1289 182 led2d 3212012 B. holding that wellunderstood routine conventional activities are insufficient to transform an abstract idea into a patenteligible application C. holding that the introduction of a computer into the claims does not render the idea patenteligible D. holding that expected or routine activities in a chapter 11 case do not constitute substantial contribution E. holding that damages are not relief that is available under the idea

assistant: The best answer is B. holding that wellunderstood routine conventional activities are insufficient to transform an abstract idea into a patenteligible application
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: rulings are generally to the effect that § 106(a) fails the second prong of the abrogation test; although Congress obviously intended to abrogate state sovereign immunity when it enacted § 106(a), these circuits have held that it did not act pursuant to a “valid exercise of power” in carrying out that intent. Section 106(a) is an exercise of Congress’s powers under the Bankruptcy-Clause of Article I of the Constitution. See Mitchell, 209 F.3d at 1119; Sacred Heart Hosp., 133 F.3d at 244-45; Fernandez I, 123 F.3d at 245; Schlossberg, 119 F.3d at 1146-47. Although the Supreme Court has yet to address squarely whether the Bankruptcy Clause provides a legitimate basis for abrogation, cf. Tenn. Student Assistance Corp., — U.S. —, 124 S.Ct. 45, 156 L.Ed.2d 703, the Court’s precedents hav 114 (<HOLDING>). In other words, there is some doubt about Options: A. holding that bankruptcy jurisdiction is not within section 5 of the fourteenth amendment B. holding the sixth amendment applicable to the states through the fourteenth amendment C. holding that fourteenth amendment only applies to state action D. holding that fourteenth amendment is the only recognized source of authority for abrogation E. holding that the fourteenth amendment only applies to state action

assistant: The best answer is D. holding that fourteenth amendment is the only recognized source of authority for abrogation
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 provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the Commonwealth of Massachusetts. In accepting an Award under the Plan, a Participant shall agree that the Award is granted by the Company, with respect to Common Stock issued by the Company, and that any claim with respect to the Award may only be raised against the Company in a court of competent jurisdiction in the Commonwealth of Massachusetts, regardless of whether the Participant is or was employed by the Company or a Subsidiary.

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: Except as provided in Section 8(a), the vesting of your PSUs is dependent upon your remaining continuously employed with your Employer through March 21, 2022 (the “Vesting Date”) as well as upon the Company’s financial performance during the three-year period ending December 31, 2021 (the “Performance Period”). Specifically, the vesting of any of the PSUs is dependent upon attainment of the Threshold Performance Target as set forth in Section 3. If the Threshold Performance Target is attained, then the vesting of 50% of the PSUs (the “EPS PSUs”) is dependent on Adjusted EPS Growth as set forth in Section 4, and vesting of the remaining 50% of the PSUs (the “Sales Growth PSUs”) is dependent on the Sales Growth Percentile Ranking as set forth in Section 5. The actual number of your PSUs that become vested, if any, shall be determined based on exercise of negative discretion by the Committee in accordance with Sections 4, 5 and 6 below.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was simply inadequate in point of actual total value to the note. Decided July 10, 2015 — Reconsideration denied July 29, 2015 — Friedman, Dever & Merlin, H. Michael Dever, Genevieve H. Dame, for appellant. Troutman Sanders, Vincent C. Bushnell, Alan W. Bakowski, for appellee. For all of the foregoing reasons, we affirm the trial court’s grant of summary judgment. Judgment affirmed. Ellington, P. J., and McFadden, J., concur. 1 Merritt v. Marlin Outdoor Advertising, Ltd., 298 Ga. App. 87, 87 (679 SE2d 97) (2009) (punctuation omitted). 2 Id. (punctuation omitted). 3 Id. 4 See id. 5 It is undisputed that Hall has not paid upon the note. 6 See OCGA § 13-5-9 (total or partial failure of consideration may be pleaded as a defense to enforcement of a promise). Cf. Merritt, 298 Ga. App. at 87 (<HOLDING>). 7 170 Ga. App. 760 (318 SE2d 205) (1984). 8 Options: A. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract B. holding that a partial failure of consideration can support a claim for breach of contract C. holding that the plaintiff had standing to pursue its takings claim while granting plaintiffs motion for partial summary judgment that the government was liable for partial breach of contract D. holding that the government was liable for partial breach of contract E. holding that a cause of action for breach of contract accrues at the time of the breach

assistant: The best answer is B. holding that a partial failure of consideration can support a claim for breach of contract
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 addition to any amounts received by the Employee pursuant to Section 3, upon termination of the Employee's employment with the Company the Employee shall also be entitled to: (i) the Employee's accrued but unpaid Base Salary to the Termination Date and any employee benefits the Employee may be entitled to pursuant to the employee benefit plans of the Company; (ii) the unpaid portion of any bonus, if any, relating to the calendar year prior to the calendar year of the Employee's termination of employment, payable on the earlier of (x) thirty days after the approval by the Board of the consolidated financial statements of the Company, and (y) the date on which the Company pays annual bonuses to other similarly situated employees of the Company; (iii) reimbursement for all appropriate business expenses incurred by the Employee in connection with his or her employment by the Company in accordance with the policies of the Company as in effect from time to time that are incurred but not yet reimbursed to the Employee through the Termination Date; and (iv) in the event of a Qualifying Termination, payment for accrued unused vacation days, payable in accordance with Company policy.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: clear error in this factual finding. The district court accordingly determined that Agent Woodruffs additional questioning of Chacon and Carrillo was not objectively reasonable because it did not conform to the justifying purpose of the stop—determining the citizenship status of persons traveling through the Sierra Blanca checkpoint. Id. at *5-*7. The district court applied this court’s decision in Portillo-Aguirre, a case involving the same checkpoint, the same Border Patrol agent and a similar factual scenario. In Portillo-Aguirre, this court held that where a border patrol agent has completed the immigration purpose of a stop, questioning that unduly prolongs the duration of the stop may be improper under the Fourth Amendment. See United States v. Portillo-Aguirre, 311 F.3d at 657 (<HOLDING>). The district court’s legal determination, Options: A. holding that an officer has reasonable suspicion to conduct traffic stop even when his suspicion that a law has been violated is based on a reasonable mistake of law B. recognizing that police officer may stop a suspect if the officer has a reasonable suspicion supported by articulable facts that criminal activity may be afoot C. holding that if an agent does not develop reasonable suspicion of criminal activity before the justifying purpose of a checkpoint stop has been accomplished he may not prolong the stop D. holding that reasonable suspicion is required to prolong a traffic stop after the purpose for which the investigatory stop was instituted has been accomplished E. holding that an officer can stop an individual if the officer has reasonable articulable suspicion that criminal activity is underfoot

assistant: The best answer is C. holding that if an agent does not develop reasonable suspicion of criminal activity before the justifying purpose of a checkpoint stop has been accomplished he may not prolong the stop
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: It is further agreed and understood by the parties that if any part, term or provision of this Agreement should be unenforceable, invalid, or illegal under any applicable law or rule, the offending term or provision will be struck and the remaining provisions of the Agreement will not be affected or impaired thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unclaimed amounts shall consist of the amounts of the Deferral Accounts of a Participant that are not distributed because of the Company’s inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, within a period of two (2) years after the date upon which the payment of any benefits becomes due. Unclaimed amounts shall be forfeited at the end of such two-year period. These forfeitures will reduce the obligations of the Company under this Plan and the Participant or Beneficiary, as applicable, shall have no further right to his Deferral Accounts.

assistant: Forfeitures
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 agent’s failure to interview Freeman was cured by the opportunity she was given at the de novo hearing to provide the trier of fact, the Hearing Examiner, with all evidence possessed personally and her witnesses. Factor Number Three ¶ 66. In regards to factor three, the Commission responds that the Hearing Examiner simply followed the mandate of the statutory scheme as passed by our state legislature. See Miss.Code Ann. § 75-76-161 (1991). Further, Miss.Code Ann. § 75-76-168(1) specifically puts the burden on the petitioner. ¶ 67. The Commission points out that a similar burden is put on the petitioner throughout Mississippi law. Mississippi Dep’t of Corrections v. McClee, 677 So.2d 732, 734 (Miss.1996); see also Ricks v. Mississippi State Dep’t of Health, 719 So.2d 173 (Miss.1998)(<HOLDING>); State v. Beebe, 687 So.2d 702 Options: A. holding that guidelines create a rebuttable presumption B. recognizing a rebuttable presumption of reliance in rule 10b5 C. holding that where the issue is one of arbitrability the federal presumption in favor of arbitration shifts to favor a court determination D. holding unconstitutional a mandatory rebuttable presumption that shifted to the defendant a burden of persuasion on the issue of intent E. holding that a rebuttable presumption in favor of the action of an administrative agency and the burden of proof is upon one challenging its action

assistant: The best answer is E. holding that a rebuttable presumption in favor of the action of an administrative agency and the burden of proof is upon one challenging its 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 legal provision and list the applicable contract clause categories. Provision: During the Executive's employment and at any time thereafter, the Executive agrees not to disparage, either orally or in writing, in any material respect the Corporation or any of its current or former employees, officers or directors, and will not authorize others to do so on Executive's behalf. Notwithstanding the foregoing, nothing in this paragraph 7.e. shall preclude the Executive from (i) enforcing his rights under this Agreement or responding truthfully to legal process or governmental inquiry, (ii) in the course of and consistent with his duties for the Corporation, evaluating or discussing the performance or conduct of other officers and/or employees, including in connection with performance evaluations or (iii) providing truthful testimony or information in any proceeding or in response to any request from any governmental agency or any judicial, arbitral or self-regulatory forum or as otherwise required by law, subject to the Executive providing the Corporation with as much prior written notice as is practicable under the circumstances and permitted by law. Nothing in this Agreement or otherwise shall prohibit the Executive from making a report to any governmental agency or entity, including, but not limited to the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, if he has a reasonable belief that there has been a potential violation of federal or state law or regulation or from making other disclosures that are protected under the whistleblower provisions of any applicable federal or state law or regulation. No prior authorization to make any such reports or disclosures is required and the Executive is not required to notify the Corporation that he has made such reports or disclosures. The Executive, however, may not waive the Corporation's attorney-client privilege.

assistant: Non-Disparagement
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: in the law; and (4) the fear of burdening the administration of justice by disturbing decisions reached under the overruled precedent. 389 A.2d at 789. Analyzing these criteria, the court held in Mendes that the new rule should be given only “partial retroactive effect, i.e., [it] will apply to the instant parties as well as prospective application.” Id. at 792. B. Beam and Harper. Mendes v. Johnson was decided twenty years ago. In the intervening years, the Supreme Court has discarded its previous approach to retroactivity — the very approach on which this court based its decision in Mendes. In 1987, Linkletter v. Walker, the principal authority upon which Mendes was based, was explicitly overruled. See Griffith v. Kentucky, 479 U.S. 314, 322-23, 107 S.Ct. 708, 93 L.Ed.2d 649 (1987) (<HOLDING>). The Court explained in Griffith that the task Options: A. holding that all newly declared rules must be applied retroactively to all criminal eases pending on direct review B. holding that batson does apply retroactively to cases pending on direct review C. holding that a new rule for the conduct of criminal prosecutions is to be applied retroactively to all cases pending on direct review with no exception for cases in which the new rule constitutes a clear break with the past D. holding that a new rule for conducting criminal prosecutions should be applied to all cases pending on direct review or not yet final E. holding newly announced rules of constitutional criminal procedure must apply retroactively to all cases state or federal pending on direct review or not yet final with no exception

assistant: The best answer is A. holding that all newly declared rules must be applied retroactively to all criminal eases pending on direct review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the Collateral, involve a claim or series of claims in excess of Twenty Million Dollars ($20,000,000) or which if adversely determined would reasonably be expected to constitute a Material Adverse Change.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1084, 1103 (N.D.Cal.2005) (internal quotations and alteration omitted). Thus, in that case, Magistrate Judge Chen allowed a plaintiff to proceed on a section 52.1 claim for unreasonable seizure “even though there was no claim that the police used excessive physical force in carrying [it] out.” Id. On the other hand, Magistrate Judge James held in a different context that “section 52.1 is only applicable when a defendant intends by his or her conduct to interfere with a separate, affirmative right enjoyed by a plaintiff; it does not apply to a plaintiffs allegation of use of excessive force absent a showing that the act was done to interfere with a separate state or federal constitutional right.” Justin v. City & Cnty. of S.F., No. 05-4812, 2008 WL 1990819, *9 (N.D.Cal. May 5, 2008) (<HOLDING>). In Reyes, Judge Snyder followed Magistrate Options: A. holding that plaintiff could not pursue section 521 claim on the basis of allegations that defendants used force to interfere with his right to be free from bodily restraint or harm B. holding that the right to be free from the use of excessive force has been well established since 1976 C. holding that under 521 the coercive force applied against a plaintiff must result in an interference with a separate constitutional or statutory right and it is not sufficient that the right interfered with is the right to be free of the force or threat of force that was applied D. holding that a students right to bodily integrity under the fourteenth amendment encompasses a students right to be free from sexual assaults by his or her teachers E. holding that a conflict of interest independent of a claim of ineffective assistance of counsel constitute cause where the conflict caused the attorney to interfere with the petitioners right to pursue his 1 claim

assistant: The best answer is A. holding that plaintiff could not pursue section 521 claim on the basis of allegations that defendants used force to interfere with his right to be free from bodily restraint or harm
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: Debtor represents and warrants to Secured Party that (a) Debtor is the owner of the Collateral and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens, (b) upon the filing of UCC-1 financing statements with the Delaware Secretary of State, Secured Party shall have a perfected first-position security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing, except for Permitted Liens, (c) Debtor has received at least a reasonably equivalent value in exchange for entering into this Agreement, including without limitation receiving a portion of the loan proceeds, and thereby will materially benefit from the financial accommodations granted to Debtor by Secured Party pursuant to the Transaction Documents, (d) Debtor is not insolvent, as defined in any applicable state or federal statute, nor will Debtor be rendered insolvent by the execution and delivery of this Agreement to Secured Party; and (e) as such, this Agreement is a valid and binding obligation of Debtor.

assistant: Warranties
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: It is understood that QCP shall be permitted to disclose the existence and terms of this Agreement, as well as file a copy of this Agreement as exhibits in its periodic or current reports filed with the Securities and Exchange Commission.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Extension shall bear interest on the outstanding principal amount thereof from the date when made until paid in full at a rate per annum equal to the Applicable Interest Rate. Each Lender may, upon the failure of Borrower to pay any fees or interest as required herein, capitalize such interest and fees and begin to accrue interest thereon until paid in full, which such interest shall be at a rate per annum equal to the Applicable Interest Rate unless and until the Default Rate shall otherwise apply. All other Obligations shall bear interest on the outstanding amount thereof from the date they first become payable by Borrower under the Financing Documents until paid in full at a rate per annum equal to the Applicable Interest Rate unless and until the Default Rate shall otherwise apply. Interest on the Credit Extensions and all fees payable under the Financing Documents shall be computed on the basis of a 360-day year and the actual number of days elapsed in the period during which such interest accrues. In computing interest on any Credit Extension or other advance, the date of the making of such Credit Extension or advance shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension or advance is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension or advance. As of each Applicable Interest Rate Determination Date, Agent shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Credit Extensions.

assistant: Interests
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) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

assistant: Payments