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: In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $197,003 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Executive’s salary each year, in a manner consistent with that used for all management employees of the Employer, and in its sole discretion may adjust such salary commensurate with the Executive’s performance under this Agreement.

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: rather, it shows that accidents were infrequent, with only a few other large objects falling from mezzanines over the previous decade and smaller objects falling more frequently, and that tens of thousands of bags had been moved up and down without incident. Although the facts viewed in the light most favorable to the Estate suggest an injury may have been likely to occur, the required showing is not made “by demonstrating an employer’s awareness that a dangerous condition exist[ed], or that an employer knew an accident was likely.” Johnson v. Detroit Edison Co., 288 Mich.App. 688, 795 N.W.2d 161, 168 (2010) (per curiam) (alteration in original) (internal citation and quotation marks omitted); see also Upsher v. Grosse Pointe Pub. Sch. Sys., 285 F.3d 448, 455-56 (6th Cir. 2002) (<HOLDING>). In addition, “[t]o be ‘known’ and ‘certain,’ Options: A. holding that there was not complete preemption because the applicable federal statute did not provide a private right of action to redress the same kind of injury alleged in the plaintiffs statelaw claims B. holding wdcas intentionaltort exception did not apply where plaintiffs suffered injury after being instructed to remove carpet under which there was asbestos because the plaintiffs had shown only that the defendants knew of the general dangers of as bestos and did not provide proper training or safety equipment C. holding that the special relationship exception did not apply because the decedent was not in defendants custody D. recognizing that georgia did not adopt 115 but even if it did finding that plaintiff did not consider removal of asbestos to be immediately necessary where there was an undisputed delay between plaintiffs discovery of the hazard and beginning of removal E. recognizing the rule and the exception but holding facts did not support claim to exception

assistant: The best answer is B. holding wdcas intentionaltort exception did not apply where plaintiffs suffered injury after being instructed to remove carpet under which there was asbestos because the plaintiffs had shown only that the defendants knew of the general dangers of as bestos and did not provide proper training or safety equipment
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: Client agrees to indemnify, defend and hold Wells Fargo harmless from, for and against any loss of the Cash or Receivables (as defined in the Servicer Letters) caused by any loss from Client’s failure to pay taxes, including local and special assessments and governmental and other charges, as well as all public and/or private utility charges, of any type or description, that may from time to time be imposed, assessed and levied against the Covered Machines, against transactions resulting in dispensed Cash, or against Client.

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: As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a Base Salary of $600,000 per year (pro-rated for any partial periods based on the actual number of days in the applicable period), payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

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: installed only by a physician are involved and (2) a physician prescribes the drug or installs the medical device after having evaluated the patient, the manufacturer of the drug or device owes the patient only the duty to warn the physician and to provide the physician with adequate product instructions. ' Talley argues in this case that the learned intermediary doctrine should not apply because Dr. Mathews was not independent of Danek in view of his financial connection with Danek as a consultant. She argues, therefore, that he cannot be considered an intermediary, learned or otherwise. It is true that in order for the doctrine to apply, the physician “must be an intervening and independent party between patient and manufacturer.” Hill, 884 F.2d at 1070; cf. Reyes, 498 F.2d at 1276 (<HOLDING>). Thus, if Dr. Mathews were an employee of Options: A. holding rule does not apply to satisfied conciliationcourt judgments B. holding that the learned intermediary doctrine did not apply where dispensing agencies of a polio vaccine were not necessarily doctors making individualized judgments C. holding that the feres doctrine does not apply to swine flu act claims alleging injury from negligently or defectively manufactured vaccine D. holding that suspicion must be individualized E. holding that where state rules of civil procedure apply to courts of the state they do not apply to adjudicatory proceedings before state agencies

assistant: The best answer is B. holding that the learned intermediary doctrine did not apply where dispensing agencies of a polio vaccine were not necessarily doctors making individualized judgments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement. In case, at any time after the execution of this Agreement, any further action is necessary or desirable to carry out its purposes, the proper officers or directors of the Parties shall take or cause to be taken all such necessary action.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the limitations contained herein, the Option will vest and become exercisable as provided in the Notice of Grant. Any portion of the Option that is vested may be exercised at any time during the period prior to the date the Option terminates. No partial exercise of the Option may be for less than five percent (5%) of the total number of Option Shares then available under the Option. In no event shall the Company be required to issue fractional shares.

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 legal provision and list the applicable contract clause categories. Provision: Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Mueller oppose entry of default judgment on the ground that the "Law Offices of James Nabholz, III” is not an existing entity capable of being sued. Because I lack subject-matter jurisdiction, I will not resolve this issue. 2 . Although the complaint alleges that Mueller was associated with the defendant Law Office of James Nabholz, III, American Family claims that Mueller was actually in-house legal counsel for American Family. I note, however, that Mueller signed pleadings in the underlying state-court action on behalf of the Law Office of James Nabholz, III. 3 . American Family’s argument that the complaint does not state a claim against Mueller because it includes allegations of ethical violations is meritless. See Chrysler Corp. v. Carey, 5 F.Supp.2d 1023, 1031-32 (E.D.Mo.1998) Options: A. holding that ethical violations may be relevant to tort claims brought against attorneys B. holding that tort claims that could have been brought outside the bankruptcy environment are noncore without discussing whether claims were brought pre or postpetition C. holding that this language applies to tort claims brought under the federal tort claims act against a contractor who has a selfdetermination contract D. holding section 101106f cannot be used by employees to obtain dismissal of common law intentional tort claims because those claims could not have been brought under the texas tort claims act E. holding that tort actions brought against a state actor must be brought in the illinois court of claims and the district courts dismissal of such claims was proper

assistant: The best answer is A. holding that ethical violations may be relevant to tort claims brought against attorneys
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: United States v. MMR Corp. 954 F.2d 1040, 1045 (5th Cir.1992). Therefore, the district court judge did not abuse his discretion in not recusing himself for alleged bias. See United States v. Anderson, 160 F.3d 231, 233 (5th Cir.1998). Because the appeal lacks arguable merit and is therefore frivolous, Cooper’s motion for leave to proceed IFP on appeal should be denied, and his appeal should be dismissed as frivolous. See Baugh, 117 F.3d at 202 n. 24; Howard, 707 F.2d at 220; 5th Cir. R. 42.2. IFP MOTION DENIED; APPEAL DISMISSED. * Pursuant to 5th Cir. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5th Cir. R. 47.5.4. 1 . See Ballard v. Burton, 444 F.3d 391, 401 & n. 7 (5th Cir.2006) Options: A. holding official comments to the code are persuasive but not controlling authority B. holding that unpublished opinions are of persuasive value at best and not precedential C. recognizing federal authority on standing to be persuasive D. recognizing that unpublished decisions issued after january 1 1996 are not controlling precedent but may be considered persuasive authority E. recognizing that although federal precedent was not binding it was persuasive authority

assistant: The best answer is D. recognizing that unpublished decisions issued after january 1 1996 are not controlling precedent but may be considered persuasive authority
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: Interest accrued hereunder shall be payable as set forth in Section 2.1(c) hereof. Except as otherwise set forth herein, all interest and fees shall be calculated on the basis of a year consisting of 360 days and shall be paid for the actual number of days elapsed. Principal payments submitted in funds not immediately available shall continue to bear interest until collected. If any payment to be made by Borrower hereunder or under the Revolving Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. Any Obligations which are not paid when due (subject to applicable grace periods) shall bear interest at the Default Rate.

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 case excerpt and choose the best holding from the options. Case excerpt: is not permitted to assert in a subsequent infringement action that the same structure is equivalent to the structure described in the patentee’s specification for purposes of section 112 paragraph 6. Id. Based on the clear disavowal found in the file wrapper, we concluded that the accused device did not include an equivalent to the claimed function’s corresponding structure. Id. at 1362, 268 F.3d 1352, 60 USPQ2d at 1501; see also Bell Atl. Network, 262 F.3d at 1273-75, 59 USPQ2d at 1874-76 (relying on prosecution history to limit claimed “transceiver” to the three stated modes, because of clearly limiting statements made by the patentee to the examiner to overcome a prior art rejection); Day Int’l, Inc. v. Reeves Bros., Inc., 260 F.3d 1343, 1349, 59 USPQ2d 1790, 1794 (Fed.Cir.2001) (<HOLDING>); Southwall, 54 F.3d at 1576-77, 34 USPQ2d at Options: A. holding that the patentee had disavowed curing done at the higher conventional curing temperatures because of representations to the patent examiner that the prior art curing temperatures were too high and because of the numerous references to a low temperature cure or low temperature vulcanization throughout the file wrapper B. holding that the one challenging the patent must in part show that the subject matter of the sale or offer to sell fully anticipated the claimed invention or would have rendered it obvious by its addition to the prior art C. holding that after reading the patent a person of skill in the art would not understand the patentee to have invented a generic method where the patent only disclosed one embodiment of it D. holding that the moving party must show prior art references which alone or combined with other references would have rendered the invention obvious to one of ordinary skill in the art at the time of the invention E. holding of obviousness affirmed on the basis of the teachings of the prior art references in combination not on the basis of the contemporaneous invention

assistant: The best answer is A. holding that the patentee had disavowed curing done at the higher conventional curing temperatures because of representations to the patent examiner that the prior art curing temperatures were too high and because of the numerous references to a low temperature cure or low temperature vulcanization throughout the file wrapper
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 Executive shall serve as the President and Chief Executive Officer of the Company and Chairman of its Board of Directors, reporting to the Company’s Board of Directors (the “ Board ”). The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be reasonably assigned to the Executive from time to time by the Board. The Executive’s principal place of employment shall be Dallas, Texas; however, the Executive may deem it necessary to spend significant time outside of the Executive’s office in efforts to raise capital, evaluate business transaction or similar efforts.

assistant: General
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: were the allegations established, there is no necessity for further inquiries concerning qualified immunity.”). C. Municipal Liability Claim against Yorkville Defendants request that we exercise “pendent appellate jurisdiction” to dismiss the municipal liability issues. We do, because absent any constitutional violation, there can be no municipal liability. See Brennan v. Twp. of Northville, 78 F.3d 1152, 1158 (6th Cir.1996). Furthermore, even if there had been a constitutional violation, there was no custom or policy, because, in the first place, Prosecutor Thomas — not Anderson — made the decision to prosecute Kinkus. Yorkville cannot be held liable under a theory of vicarious liability. See Monell v. Dep’t of Soc. Servs., 436 U.S. 658, 691, 98 S.Ct. 2018, 56 L.Ed.2d 611 (1978) (<HOLDING>). Accordingly, the district court erred in Options: A. holding that county liability under 1983 cannot rest on a theory of respondeat superior B. holding that a municipality cannot be liable on a respondeat superior theory C. holding that a party can be held liable for securities fraud on an agency or a respondeat superior theory D. recognizing respondeat superior liability E. holding that liability may not be predicated upon a theory of respondeat superior because a supervisor can be liable only for his own acts or omissions

assistant: The best answer is B. holding that a municipality cannot be liable on a respondeat superior theory
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 terminate automatically upon the occurrence of an Acquisition Event, effective as of the Closing Date, provided that such automatic termination shall not affect the accrual or payment with respect to Stock Appreciation Rights provided for herein with respect to such Acquisition Event or the rights or obligations of the Company or Participant hereunder in respect of such Stock Appreciation Rights.

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: Each payment under this Agreement is intended to be (1) exempt from Section 409A of the Code, the regulations and other binding guidance promulgated thereunder (“ Section 409A ”), including, but not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4), or (2) compliant with Section 409A, and the provisions of this Agreement will be administered, interpreted and construed accordingly. Payments under this Agreement in a series of installments shall be treated as a right to receive a series of separate payments for purposes of Section 409A.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (same). In this case, as in OBert, there was no question that Rasanen’s excessive force claim had to proceed to the jury. Brown claimed that he shot Rasanen while struggling to regain control of his own gun after Rasanen had lunged at the officer and Brown felt his gun pointed against him. Such a scenario plainly demonstrated “probable cause to believe that the suspect pose[d] a threat of serious physical harm.” Tennessee v. Garner, 471 U.S. at 11, 105 S.Ct. 1694; see generally Florida v. Harris, — U.S. —, 133 S.Ct. 1050, 1055, 185 L.Ed.2d 61 (2013) (describing probable cause as “practical,” “common-sensical,” “all-things considered” standard for assessing probabilities in particular factual context); Illinois v. Gates, 462 U.S. 213, 231-32, 238, 103 S.Ct. 2317, 76 L.Ed.2d 527 (1983) (<HOLDING>). Plaintiff never contended otherwise. Instead, Options: A. recognizing probable cause as fluid standard that does not demand hard certainties but only the sort of fair probability on which reasonable and prudent men not legal technicians act B. holding that probable cause inquiry is whether considering totality of the circumstances there is a fair probability that contraband will be found in a particular place C. holding that police officers had probable cause to arrest a suspect where the facts suggest a fair probability that the suspect has committed a crime D. holding that probable cause does not demand any showing that such a belief be correct or more likely true than false E. holding that new york law reasonable cause standard is equivalent to fourth amendments probable cause standard

assistant: The best answer is A. recognizing probable cause as fluid standard that does not demand hard certainties but only the sort of fair probability on which reasonable and prudent men not legal technicians act
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 such other rights of indemnification as they may have as members of the Board, the members of the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any rights granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding; provided that any such Board member shall be entitled to the indemnification rights set forth in this Section 5.7 hereof only if such member has acted in good faith and in a manner that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful; and provided , further , that upon the institution of any such action, suit or proceeding, a Board member shall give the Company written notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board member undertakes to handle and defend it on such Board member’s own behalf.

assistant: Indemnifications
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 purchase and sale of the Shares shall take place on or before January 30, 2016; at such time and place as the Purchaser and Seller mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, the balance of the Purchase Price in the amount of twenty five thousand U.S. dollars and no cents (USD $25,000.00), and Seller will immediately deliver the following to Purchaser: (A) the certificate representing the Shares transferred hereunder, duly endorsed for transfer to the Purchaser or accompanied by appropriate stock powers, (B) the original of the Certificate of Incorporation and bylaws, (C) all corporate books and records (including all accounting records); and (D) written resignations of incumbent directors and officers of the Corporation.

assistant: Closings
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: 7.7 you agree that content you submit to the service will not contain any third party copyright material , or material that is subject to other third party proprietary rights ( including rights of privacy or rights of publicity ) , unless you have a formal licence or permission from the rightful owner , or are otherwise legally entitled , to post the material in question and to grant youtube the licence referred to in paragraph 8.1 below .

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: Each party’s obligations under this Section 4.11 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the person detained, the purpose of the stop, and the amount of physical intrusion on the suspect’s liberty. State v. Acrey, 148 Wn.2d 738, 746-47, 64 P.3d 594 (2003). ¶19 We must determine if the officers had reasonable suspicion of criminal activity under the totality of circumstances to support the stops of Sandoz and Fuentes. If the officers did not, the evidence uncovered from the stops must be suppressed. See State v. Doughty, 170 Wn.2d 57, 65, 239 P.3d 573 (2010). Reasonable suspicion did not .justify a Terry investigative stop of Sandoz ¶20 Under the totality of the circumstances, we hold that the officer did not have reasonable suspicion of criminal activity individualized to Sandoz to justify his Terry stop. See State v. Thompson, 93 Wn.2d 838, 841, 613 P.2d 525 (1980) (<HOLDING>). ¶21 The police relied on five facts to Options: A. holding that nervous behavior and failure to make eye contact did not give rise to reasonable individualized suspicion B. recognizing that the district court must place on the record an individualized assessment based on the particular facts of the case before it and that the individualized assessment must provide a rationale tailored to the particular case at hand and be adequate to permit meaningful appellate review C. holding that district court must conduct individualized assessment based on particular facts of each case D. holding that suspicion must be individualized E. recognizing that the district court must place on the record an individualized assessment based on the particular facts of the case before it and that the individualized assessment must provide a rationale tailored to the particular ease at hand and be adequate to permit meaningful appellate review

assistant: The best answer is D. holding that suspicion must be individualized
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 party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary in order to effect fully the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the district court erred in doing so. 2 . Ms. Williams requested this court to accommodate her asserted difficulties with written and verbal communications by accepting her district court briefs as her appellate brief. By an order dated September 26, 2005, this court granted the request in part. Accordingly, we have considered those portions of Ms. Williams’ district court briefs she incorporated by reference in her appellate briefs. 3 . The district court also noted that Ms. Williams sought to rely on her own “medical opinion of why her disc disease is disabling.” R. Vol. I, Doc. 37, at 21; see also id. at 23 (rejecting Ms. Williams' attempt "to argue that her own medical opinions of the meaning of this MRI are more persuasive than Dr. Jatana’s opinions of this MRI”); id. at 24 (<HOLDING>). Ms. Williams has not argued on appeal that Options: A. holding that remand was not required and that the aljs failure to mention treating physicians opinion was harmless error because the alj adopted the treating physicians recommendations B. holding that an alj may discount a treating physicians opinion where the physician has offered inconsistent opinions C. recognizing treating physicians opinion that he would expect the applicant to miss more than two or more days of work per month as an opinion regarding the nature and severity of a medical condition that is entitled to controlling weight if wellsupported by medical findings and not inconsistent with other substantial evidence D. holding that nontreating physicians opinions are entitled to little weight when contradictory to treating physicians opinions and will not constitute substantial evidence standing alone E. holding alj properly relied on treating physicians wellsupported opinion especially when the contradictory evidence is plaintiffs own medical opinions about her condition

assistant: The best answer is E. holding alj properly relied on treating physicians wellsupported opinion especially when the contradictory evidence is plaintiffs own medical opinions about her condition
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 has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Company’s financial statements, and good title to its leasehold estates, in each case subject to no Encumbrances, other than (a) those resulting from taxes which have not yet become delinquent; and (b) Encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business, none of which are material. Except as set forth in Schedule 2.16 , the Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

assistant: Liens
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 (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral, including, without limitation, the employment agreements between the parties dated July 21, 2011, December 3, 2012, December 10, 2013 and August 3, 2015. However, this Agreement does not nullify or otherwise affect any prior equity awards granted to Executive. This Agreement shall not be subject to modification or amendment by any oral representation, or any written statement by either party, except for a dated writing signed by Executive and the Company.

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 case excerpt and choose the best holding from the options. Case excerpt: of professional conduct. While Bar Counsel’s argument is not without merit that the above mentioned violations call for a doubling of respondent’s suspension from eighteen months to three years, we decline to deviate from the recommendation of the Board in this case. The Board’s recommended length of suspension would not create inconsistencies within our case law. This is not respondent’s first violation of the rules governing attorney conduct. Looking to prior cases, we are satisfied that the eighteen-month suspension is well within the range of an acceptable disposition. We have held that a one-year suspension was justified for an attorney who had a similar history but whose violations were less serious than those in the present case. See In re O’Donnell, 517 A.2d 1069 (D.C.1986) (<HOLDING>). Similarly, we have handed down suspensions Options: A. holding that an adverseinference jury instruction was an appropriate sanction for spoliation of evidence B. holding that sanction appropriate for an attorney who failed to take action relating to a restaurants lease agreement and liquor license C. holding that disbarment was the appropriate sanction for an attorney who converted partnership money to his own use without authorization and without disclosure to his other partners D. holding that disbarment was the appropriate sanction where an attorney misappropriated funds from his real estate partners E. holding that disbarment was the appropriate sanction for an attorneys repeated material misrepresentations

assistant: The best answer is B. holding that sanction appropriate for an attorney who failed to take action relating to a restaurants lease agreement and liquor license
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: P. J. Husband appeals from a judgment modifying a 1997 dissolution judgment that awarded spousal support to wife by extending its duration for an indefinite period of time. ORS 107.135 (2001). We conclude that the trial court lacked authority to order indefinite support under the circumstances of this case and reverse. The 1997 judgment provided that husband’s spousal support obligation would end on November 30, 2002. The parties agree that husband paid the final support installment required by the 1997 judgment on October 15, 2002, and that, 9), rev den, 288 Or 335 (1980) (<HOLDING>). Wife argues, notwithstanding the provisions Options: A. holding that a trial court has broad discretion to modify a spousal maintenance award B. holding that the trial court was without authority to modify a spousal support obligation when the modification proceeding was initiated ten years after the obligation to pay spousal support under the dissolution judgment had been terminated by order C. holding that there is no spousal exception to the statute D. holding that the trial court lacked authority to renew spousal support payments pursuant to a motion that was filed after the expiration of time during which spousal support was required to be paid under the original judgment E. holding that the testimony of an obligor as to amount of payments was sufficient evidence to support findings of actual support paid

assistant: The best answer is D. holding that the trial court lacked authority to renew spousal support payments pursuant to a motion that was filed after the expiration of time during which spousal support was required to be paid under the original judgment
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: agree with the Commonwealth that the PCRA court’s reference to Pa.R.E. 705, which requires that “an expert must testify as to the facts or data on which the opinion or inference is based,” does not support a finding of counsel ineffectiveness. As the medical examiner testified that the basis for her time-of-death estimation was her investigator’s lividity test, she clearly set forth the facts or data on which her opinion was based, and an objection grounded on Pa.R.E. 705 would have been futile. Further, to the extent the PCRA court found counsel ineffective for failing to challenge the time-of-death testimony as speculative because it was based on the investigator’s notes, we find such legal conclusion to be in conflict with our ruling on direct appeal. See Elliott, 700 A.2d at 1252 (<HOLDING>). Thus, there is no arguable merit to a claim Options: A. holding that plaintiffs motion to amend her complaint to add her husband as a defendant did not relate back because her failure to sue her husband was not due to misnomer or mistake involving the identity of the proper party but because the law at the time of the complaint did not allow one spouse to sue another in tort B. holding that it was proper for the medical examiner to estimate the victims time of death based on the results of her investigators lividity test as it was standard procedure for her to rely on tests performed by members of her office C. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment D. holding victim waived physicianpatient privilege by authorizing her doctor to release her medical records to the department of criminal investigation because the information contained in her medical records was no longer confidential between herself and her physician E. holding that a teachers complaint to school authorities that her principal had instructed her to make improper changes in her own students grades was unprotected because it was made pursuant to her official duties

assistant: The best answer is B. holding that it was proper for the medical examiner to estimate the victims time of death based on the results of her investigators lividity test as it was standard procedure for her to rely on tests performed by members of her office
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: For purposes of this Agreement, the term “Evaluation Material” shall mean any and all information provided to Investor by or on behalf of the Company in connection with the Transaction whether in writing, orally, visually, electronically or in machine readable form, through demonstration or in any other manner, and shall include, without limitation, any information regarding or relating to the Company’s operations, business opportunities, costs, finances, personnel, marketing and promotion plans, financial statements, financial information and business practices or policies, and any other business information of the Company or the terms or existence of this Agreement, the Company’s consideration of a possible Transaction or any discussions between the parties with respect thereto, transmitted by or on behalf of the Company to Investor in connection with the Transaction, whether prior to or after the execution and delivery of this Agreement and whether or not such information is marked “confidential”.

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement (such invalid or unenforceable provision, a “ Severed Clause ”), the Parties will consult one another and use reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute for the Severed Clause in view of the intent of this Agreement. In the event such a valid and enforceable provision cannot be agreed upon, the invalidity of one or more Severed Clauses will not affect the validity of this Agreement as a whole, unless the Severed Clauses are of such essential importance to this Agreement that it is to be reasonably assumed that the Parties would not have entered into this Agreement without the Severed Clauses.

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: his characterization of the payments”). We cannot accept appellants’ contention that their payments must be deductible because they were made in connection with the performance of a religious service, the benefit of which inures directly to the public and only indirectly to the person being audited. See Murphy, 54 T.C. at 253. As the enrollment form provided by the Church to new auditees states, “[t]he benefits obtainable from Church services ... are personal and are experienced by the individual himself or herself.” If the Church’s literature suggests that the auditee is the direct and primary beneficiary of the auditing services which are the fruits of his payments, then the IRS was not clearly erroneous in making a similar finding. See Estate of Wood v. Comm’r, 39 T.C. 1, 6 (1962) (<HOLDING>). The Tax Court had sufficient evidence to Options: A. holding that attempted conveyance of remainder interest in a trust was invalid because the spendthrift provision prohibited beneficiary from making any binding commitment of principal or income during the life of the trust B. holding that transfer of stock in exchange for care of cemetery lot was noncharitable because trust agreement made no provision for expenditure of income on the cemetery as a whole but reserve all the income for care of a private lot C. holding that for abovemedian income debtors projected disposable income calculated on form b22c is the starting point but not the ending point in determining debtors correct minimum obligation and both income and expenses must be determined as of date of confirmation D. holding that care of the grounds was part of the business of the hospital E. holding that restitution for lost income in property cases was improper under the plain language of the statute because restitution for lost income is authorized only for victims of bodily injury

assistant: The best answer is B. holding that transfer of stock in exchange for care of cemetery lot was noncharitable because trust agreement made no provision for expenditure of income on the cemetery as a whole but reserve all the income for care of a private lot
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 shall, and shall cause each of its Subsidiaries and each other Obligated Party to, execute and deliver such further agreements and instruments and take such further action as may be reasonably requested by Administrative Agent or any Lender to carry out the provisions and purposes of this Agreement, the other Loan Documents and the Intercreditor Agreement and to create, preserve, and perfect the Liens of Administrative Agent in the Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notices hereunder shall be mailed or delivered (electronically or otherwise) to the Partnership and Intermediary at their principal place of business and shall be mailed or delivered to Grantee at the address or email address on file with the Partnership or, in either case, at such other address or email address as one party may subsequently furnish to the other party in writing.

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: Any notice to be given under the terms of this Restricted Stock Unit Grant Agreement to the Company shall be addressed to the Company in care of its Secretary. Any notice to be given to you shall be addressed to you either at the e-mail address or the street address listed in the Company’s records. By a notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given when actually delivered.

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: which concluded that the frequency with which metoclopramide induced extrapyramidal symptoms was approximately one hundred times more than reported on the label. Further, Dr. Thompson and Professor Ronald B. Stewart represented that acute dystonic reactions are not the most common form of extrapyramidal symptoms from metoclopramide, but that akathisia is the most common. 8 Several district courts have determined that preemption does not apply to state tort claims when a plaintiff alleges that a drug manufacturer failed to adequately warn users of potential side effects. See Laisure-Radke, 426 F.Sup.2d at 1169 (once a generic drug manufacturer holds an approved ANDA, it can strengthen the warning on the label); Peters v. Astrazeneca, L.P., 417 F.Sup.2d 1051, 1056 (W.D.Wis. 2006) (<HOLDING>); McNellis, 2005 U.S.Dist. LEXIS 37505 at *34 Options: A. holding that the mere fact that the fda does not require a warning on a product label does not necessarily create a conflict B. holding that a felony of criminal recklessness was not a crime of violence under 16b because it does not require any purposeful conduct and does not necessarily create a risk that force may be used as a means to an end during the commission of the offense C. holding that the mere determination that removal was improper does not require a district court to award attorneys fees D. holding that mere disagreement over the proper treatment does not create a constitutional claim E. holding a mere warning that termination is possible does not per se constitute adverse employment action

assistant: The best answer is A. holding that the mere fact that the fda does not require a warning on a product label does not necessarily create a conflict