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: Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits and the Pro Rata Bonus Payment, and the provision of the Accelerated Equity Benefit, pursuant to subsection (b), (d), (e) or (g) of this Section 7, shall be conditioned upon Employee’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) in accordance with the time limits set forth therein (and, in all events, within sixty (60) days following the Date of Termination); provided , that, in the case of Employee’s death or Disability, such actions shall be taken by a representative with authority to bind Employee or, if applicable, his estate (as determined in the Company’s reasonable good faith discretion). If Employee or his representative fails to execute the Release of Claims in such a timely manner, or timely revokes acceptance of such release following its execution, Employee and his estate or beneficiaries shall not be entitled to any of the Severance Benefits, the Pro Rata Bonus Payment, or the Accelerated Equity Benefit. Payment of the Severance Benefits will commence on the first regular Company payday that is at least five (5) business days following the date the Company receives a timely, effective and non-revocable Release of Claims (the “ Payment Date ”); provided , however , that the first payment will be retroactive to the day immediately following the Date of Termination. Payment of the Pro Rata Bonus Payment will also be made on the Payment Date. Notwithstanding the foregoing, to the extent that any portion of the Severance Benefits or Pro Rata Bonus Payment constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, any payment of such portion scheduled to occur prior to the sixtieth (60th) day following the date of Employee’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day unless otherwise permitted by Section 409A of the Code, after which any remaining such benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All corporate action on the part of each of the Company and Trebor, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Shares, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and delivery of the Shares has been taken, and this Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use its reasonable best efforts to promptly secure the listing of the Purchased Shares upon the New York Stock Exchange. The Company agrees to execute and deliver and the Purchaser agrees to execute and deliver, such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transactions.

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: Tenant agrees to provide Landlord with such information and financial statements of the Tenant requested by Landlord that are required to be included in any filings to be made by Landlord or Landlord's Affiliates with the U.S. Securities and Exchange Commission (the " SEC "), subject to Tenant's right to seek confidential treatment of such disclosure by appropriate filings and/or action before the SEC. Tenant shall supply the requested information within 60 days of Landlord's request. Such financial statements of Tenant shall include consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity prepared in accordance with U.S. generally accepted accounting principles and shall be reviewed or audited by the Tenant's independent auditors (within the requirements of Regulation S-X under the rules and regulations of the SEC, as interpreted by the staff of the SEC), as reasonably requested by the Landlord and required by the SEC.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Agreement or any other Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Documents or any collateral thereunder, (iii) the financial condition of the Company or any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Document or (iv) the performance or observance by the Company or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement, nor any rights or obligations contained therein, may be assigned or delegated by either Party without the prior written consent of the other Party, and any such purported assignment or delegation shall be void and of no effect. Subject to the foregoing, this Agreement will inure to the benefit of each Parties’ successors and assigns.

assistant: Assignments
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: From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to changes in circumstances of the debtor substantially affecting (favorably or unfavorably) the ability of the debtor to make payments under the plan, as determined by reference to the ability-to-pay test set forth in § 1325. Oversight Hearings on Personal Bankruptcy Before the Subcommittee on Monopolies and Commercial Law of the House Committee on the Judiciary, 97th Cong., 1st Sess. 181, 215-16, 221 (1981-82). While the legislative history indicates that a post-confirmation modification should be ordered pursuant to § 1329(a) upon a showing of changed circumstances which affect a debtor’s ability to pay, the case law suggests that the doctrine of res judicata limits the scope of appropriate post-confirmation modifications. In re Moseley, 74 B.R. 791, 799-800 (Bankr.C.D. Cal.1987) (<HOLDING>). In Anaheim Savings & Loan Association v. Options: A. holding that provision in chapter 13 plan discharging postpetition interest on a student loan is binding on creditor under theory of res judicata where objection was not raised prior to plan confirmation and confirmation order was not appealed B. holding that an order confirming a chapter 13 plan is res judicata as to all justiciable issues which were or could have been decided at the confirmation hearing C. holding that creditor with notice of bankruptcy could have objected to confirmation of chapter 13 plan in order contest treatment of claim D. holding that a bankruptcy courts order confirming a plan of reorganization constitutes a final judgment with res judicata effect binding the parties by its terms E. holding that res judicata precludes relitigation of issue that was or could have been decided in enforcement order that was not appealed

assistant: The best answer is B. holding that an order confirming a chapter 13 plan is res judicata as to all justiciable issues which were or could have been decided at the confirmation hearing
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: On the Effective Date, the Closing Date (immediately after giving effect to the Acquisition and the Transactions to occur on the Closing Date) and each other date a Loan is made pursuant to Section 4.02, the Company and its Subsidiaries, on a consolidated basis, are Solvent.

assistant: Solvency
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 construing the claims. Vitronics, 90 F.3d at 1582. As with the specification, however, “[although the prosecution history can and should be used to understand the language used in the claims, it too cannot ‘enlarge, diminish, or vary’ the limitations in the claims.” Markman, 52 F.3d at 980 (quoting Goodyear Dental Vulcanite Co. v. Davis, 102 U.S. 222, 227, 12 Otto 222, 26 L.Ed. 149 (1880)). If a patentee takes a position before the PTO, such that a “competitor would reasonably believe that the applicant had surrendered the relevant subject matter,” the patentee may be barred from asserting an inconsistent position on claim construction. Cybor Corp. v. FAS Tech., Inc., 138 F.3d 1448, 1457 (Fed.Cir.1998); see also Cole v. Kimberly-Clark Corp., 102 F.3d 524, 531 (Fed.Cir.1996) (<HOLDING>). If a patentee distinguishes a reference on Options: A. holding that dss was estopped to argue that the respondent mother was competent to surrender her children when dss had previously argued that she was so mentally ill that she could not care for her children B. holding party was estopped by silence C. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex D. holding that patentee was estopped from arguing that her perforation means encompassed ultrasonic bonded seams after she distinguished references that contained such seams E. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination

assistant: The best answer is D. holding that patentee was estopped from arguing that her perforation means encompassed ultrasonic bonded seams after she distinguished references that contained such seams
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 acknowledge and agree that this Agreement has been negotiated at arm’s length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived.

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: were no discussions regarding the endorsement prior to the policy's issuance. There is no evidence as to how or why the endorsement came to be added to Monroe's standard CGL policy. On the other hand, Monroe does not assert that it never intended to provide any "non-owned" or "hired" automobile liability coverage under its policy; Monroe clearly intended to include the endorsement. The result is that there is no evidence Monroe and IU had reached any agreement regarding the endorsement that was erroneously exeluded or that the endorsement as originally written contravened the parties' expressed intent. As such, there is no proper basis for retroactively reforming the policy against TU's will. See Gierhart v. Consolidated Rail Corporation-Conrail, 656 N.E.2d 285, 287 (Ind.Ct.App.1995) (<HOLDING>). Monroe cites to two other pieces of evidence Options: A. holding bia erred in requiring petitioners who were hungarian gypies to prove they were singled out for persecution where there was evidence other gypsies were being persecuted B. holding that tort claims were arbitrable because they arose out of and were related to contract C. holding that requirements of apprendi were not met where facts on which sentence enhancement was based were not charged and submitted to the jury D. holding that sufficient revocatory intent was present where the words annulled and void were written in testators handwriting with intent of revoking the entire will being shown at time of writing such words E. holding reformation was inappropriate where there was no showing that words were inserted which were agreed to be left out or that words were omitted which were agreed to be inserted

assistant: The best answer is E. holding reformation was inappropriate where there was no showing that words were inserted which were agreed to be left out or that words were omitted which were agreed to be inserted
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: believed he had such an interest, if that be disputed, was not resolvable on summary judgment. Accordingly, Matt Banks was not entitled to summary judgment. Reversed and remanded. 1 . "Put simply, ... champerty is maintaining a suit in return for a financial interest in the outcome[.]” In re Primus, 436 U.S. 412, 424 n. 15, 98 S.Ct. 1893, 56 L.Ed.2d 417 (1978). 2 . See Banks v. ESB, 8 A.3d 1239, 1241 (D.C.2010); Pappas v. ESB, 911 A.2d 1230 (D.C.2006); ESB v. Pappas, 829 A.2d 953 (D.C.2003). We note tangentially that appellant Papageorge bears the same surname as Frances Papageorge, one of the heirs who inherited the property from Achilles Pappas upon his death in 1980. See 911 A.2d at 1232 & 1232 n. 1. 3 .See Administrator of Veterans Affairs v. Valentine, 490 A.2d 1165 (D.C.1985) (<HOLDING>). We say "purported” because a September 28, Options: A. holding that the district of columbia rental housing act protected from eviction the tenant of a defaulting mortgagor who remained in his rental unit after a foreclosure sale B. holding that plaintiffmortgagor lacked standing to enforce the terms of a foreclosure sale since there was no statutory authority allowing a mortgagor to enforce the provisions of a sale agreement when a foreclosure purchaser is in default C. holding that a mortgagor is not required to prove a grossly inadequate selling price in a situation where the bidding at a nonjudicial foreclosure sale was deliberately chilled by the affirmative acts of a mortgagee and the injured mortgagor seeks a recovery of damages rather than a setting aside of the sale itself emphasis omitted D. holding that the fourteenth amendment does not apply to the district of columbia E. holding the receiver properly applied rental income from the property to the payment of common charges during the pendency of the foreclosure action

assistant: The best answer is A. holding that the district of columbia rental housing act protected from eviction the tenant of a defaulting mortgagor who remained in his rental unit after a foreclosure sale
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: You are not a party to any existing agreement or employment that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, to an obligation to assign your Inventions or Intellectual Property Rights to a third party or any agreement subjecting you to a non-compete, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee’s rights and obligations under this Agreement shall not be transferable by Employee, by assignment or otherwise, and any purported assignment, transfer or delegation thereof by Employee shall be void. Employer may assign/delegate all or any portion of this Agreement whereupon Employee shall continue to be bound hereby with respect to such assignee/delegatee, without prior notice to Employee and without need of Employee’s consent thereto. In addition to and without limiting the Employer’s right to assign, transfer, or convey this Agreement or any portion of it, Employee recognizes that Employer may assign the Employee temporarily or permanently to one or more Affiliates of Employer. In such event, all of Employee’s duties under this Agreement shall apply with equal force to the Affiliate(s), and the Affiliate(s) shall be empowered to stand in the shoes of the Employer for purposes of enforcing this Agreement.

assistant: Assignments
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: Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ Option Period ”); provided that, Options shall be subject to a vesting period of not less than one year; provided, however, that the minimum vesting period specified above will not apply: (1) to Options granted in payment of or exchange for other earned compensation (including performance-based Awards), (2) upon a Change in Control and an involuntary termination of service of the Participant by the Company (other than for Cause), (3) upon termination of service due to death, Disability or Retirement, (4) to a Substitute Award that does not reduce the vesting period of the Option being replaced, or (5) to one or more Options and/ or SARs covering an aggregate number of shares of Common Stock not in excess of five percent (5%) of the aggregate number of shares of Common Stock available for Awards under Section 5(b)(i) of the Plan over the Plan’s term”; and it is further provided , that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the Option Period shall be automatically extended until the 30 th day following the expiration of such prohibition; provided , however , that in no event shall the Option Period exceed five years from the date of grant in the case of an Incentive Stock Option granted to a Participant who on the date of grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate; provided , further , that notwithstanding any vesting or exercisability dates set by the Committee, the Committee may, in its sole discretion, accelerate the vesting and/or exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to vesting and/or exercisability provided, that, the Committee may not accelerate the vesting of an Option if such acceleration would reduce the vesting period to less than one year. Notwithstanding the foregoing, a Participant’s unvested Options shall immediately vest and become exercisable upon such Participant’s termination of employment or service with the Company and its Affiliates due to death, Disability or Retirement, or as provided in Section 13 hereof.

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: the debtor must additionally allege conduct amounting to an independent tort (for example, conversion). Oakland Ridge Homeowners Ass’n v. Braverman (In re Braverman), 463 B.R. 115, 119 (Bankr. N.D. Ill. 2011). See also Wish Acquisition, LLC v. Salvino (In re Salvino), 373 B.R. 578, 589-91 (Bankr. N.D. Ill 2007), aff’d, No. 07 C 4756, 2008 WL 182241 (N.D. Ill. 2008). The elements of what constitutes an independent tort are determined by non-bankruptcy law. Sloan appears to argue that Allen’s breach of contract was an independent tort of conversion because Sloan’s equity interest was a lien on the Property. No lien was created via a deed of trust, thus casting doubt that there was a conversion of Sloan’s property. See IBA, Inc. v. Hoyt (In re Hoyt), 326 B.R. 13, 20 (Bankr. W.D.N.Y. 2005) (<HOLDING>). As discussed already, Sloan did not Options: A. holding that in order to prevail on a malicious prosecution claim under 1983 a plaintiff must establish among other things the absence of probable cause for the initiation of the proceedings against her B. holding security interest in insurance premiums perfected by creation of security interest C. holding despite contrary authority that husband debtor with a mere possessoiy interest was not entitled to claim a homestead exemption and stating it is a fundamental tenet of the law of exemptions that the debtor must have an ownership interest in the property before an exemption may be claimed a long line of illinois cases has required that a debtor have title or some ownership interest in property in order to claim a homestead exemption other courts deciding the issue under the federal exemption scheme have held that the key word is interest and that an interest in real property up to a specified amount implies a monetary interest more than just one spouses right to reside with the other D. holding an auctioneer liable for conversion when sales violated an unperfected security interest E. holding that because iba retained no security interest or other ownership interest in the dairy supplies sold to dairy andor hoyt it cannot prevail on an alleged willful and malicious cause of action for conversion

assistant: The best answer is E. holding that because iba retained no security interest or other ownership interest in the dairy supplies sold to dairy andor hoyt it cannot prevail on an alleged willful and malicious cause of action for conversion
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 will use the proceeds of the Loans solely for (a) payment of closing costs in connection with this Agreement, (b) repayment of Indebtedness, (c) acquisitions, development and capital improvements, (d) general corporate and working capital purposes, and (e) purchase contract deposits and, subject to §8.7, stock repurchases.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by the Agreement.

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 purely legal questions, such as whether a given set of facts alleged by the plaintiffs would demonstrate a constitutional violation. 4 . We note that the record contains no indication that the OSHP employs explicit racial criteria or admits to racially-motivated decision making. If such a showing could be made, the plaintiffs would not need to establish the existence of a similarly situated class that was not investigated. See Brown v. City of Oneonta, 221 F.3d 329, 337 (2d Cir.2000) ("[I]t is not necessary to plead the existence of a similarly situated non-minority group when challenging a law or policy that contains an express, racial classification.”), cert. denied, — U.S. -, 122 S.Ct. 44, 151 L.Ed.2d 16 (2001); cf. United States v. Ovalle, 136 F.3d 1092, 1104-05 (6th Cir.1998) (<HOLDING>). "In its more recent pronouncements on laws Options: A. holding that it is unnecessary for criminal defendant to establish threeprong test for discrimination in grand jury selection where there is direct evidence of exclusion based upon race B. holding that a defendants guilty plea forecloses independent inquiry into the claim of discrimination in the selection of the grand jury C. holding that racial discrimination in selection of grand jurors compelled dismissal of indictment D. holding that although there was evidence of discrimination based on race there was insufficient evidence to support a finding of constructive discharge E. holding that it is error to conduct most of the jury selection process in the absence of the defendant

assistant: The best answer is A. holding that it is unnecessary for criminal defendant to establish threeprong test for discrimination in grand jury selection where there is direct evidence of exclusion based upon race
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: PepsiCo agrees to pay Senomyx research funding associated with the Interim Extension Period in the amount of One Million and One Hundred Thousand United States Dollars ($1,100,000). Upon execution of this Letter Agreement, Senomyx shall send PepsiCo an invoice for such amount and PepsiCo shall remit payment within 60 days. All such funding amounts shall be used by SENOMYX to perform the agreed activities allocated to SENOMYX as outlined in the existing Research Plans and shall be non-refundable and non-creditable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.07 and (d) any transactions between or among the Borrower and its Subsidiaries involving the provision of cash management or general corporate services.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court considers constitutionally impermissible factors in imposing a sentence. Nawaz v. State, 28 So.3d 122, 124 (Fla. 1st DCA 2010). Reliance on constitutionally impermissible factors is a violation of a defendant’s due process rights. See Ritter v. State, 885 So.2d 413, 414 (Fla. 1st DCA 2004); see also Holton v. State, 573 So.2d 284, 292 (Fla.1990). Examples of factors that are constitutionally impermissible or totally irrelevant to the sentencing process include the race, religion or political affiliation of the defendant. See Zant v. Stephens, 462 U.S. 862, 885, 103 S.Ct. 2733, 77 L.Ed.2d 235 (1983). “[S]imilar principles apply when a judge impermissibly takes his own religious characteristics into account in sentencing.” United States v. Bakker, 925 F.2d 728, 740 (4th Cir.1991) (<HOLDING>); see also Singleton v. State, 783 So.2d 970, Options: A. recognizing that sentencing judges have the discretion to reject any sentencing guideline but no judge is required to do so B. holding that judge violated due process by stating at sentencing that those of us who do have a religion are ridiculed as being saps from moneygrubbing preachers or priests C. holding that it violated due process for one adjudicator to act as grand jury and judge for same defendants D. holding that because restitution hearings are a part of sentencing and have nothing to do with a defendants guilt or innocence the rules of evidence do not apply E. holding that a defendant was not entitled to a relief under section 2255 when he asserted that the sentencing judge who was not the trial judge was influenced by the sentence imposed by the trial judge on a codefendant

assistant: The best answer is B. holding that judge violated due process by stating at sentencing that those of us who do have a religion are ridiculed as being saps from moneygrubbing preachers or priests
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 entry of the BCA Approval Order, this Agreement and, subject to the entry of the BCA Approval Order, Disclosure Statement Order and the Confirmation Order, each other Restructuring Document to which such Party is a party (a) has been, or prior to its execution and delivery will be, duly and validly executed and delivered by such Party and (b) assuming due and valid execution and delivery hereof and thereof by the other Parties, will constitute valid and legally binding obligations of such Party, enforceable against such Party in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect limiting creditors’ rights generally or by equitable principles relating to enforceability.

assistant: Enforceability
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: for example , we may allow members associated with an enterprise ( as defined in our privacy policy ) to book for other members , or we may allow hosts to add other members as co-hosts ( as defined below ) to help manage their listings .

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: If the Company determines that it is obligated to withhold any tax in connection with the grant, vesting or settlement of PSUs or DERs hereunder, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state, local and other withholding obligations. The Participant may satisfy any federal, state, local or other tax withholding obligation relating to the vesting or settlement of PSUs or DERs hereunder by tendering cash payment to the Company or by any of the following means: (i) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant in settlement of PSUs or DERs; provided, however , that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (ii) delivering to the Company previously owned and unencumbered shares of Common Stock. The Company also has the right to withhold from any other compensation payable to the Participant.

assistant: Withholdings
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 Fifth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Fifth Amendment by facsimile transmission or PDF attachment to email shall be effective as delivery of an original executed counterpart thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements between the parties concerning such subject matter; provided that the Restrictive Covenant Agreement is expressly preserved and incorporated by reference herein.

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: EACH REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND EXTENT OF SUCH DUTIES BEING AN INTERNAL AFFAIR OF SUCH MEMBER), AND SHALL NOT OWE ANY DUTIES (INCLUDING FIDUCIARY DUTIES) TO THE COMPANY, ANY OTHER MEMBER OR REPRESENTATIVE, OR ANY AFFILIATE, OFFICER, OR EMPLOYEE OF THE COMPANY, ANY OTHER MEMBER, OR ANY OTHER PERSON. THE PROVISIONS OF SECTIONS 6.02(f)(ii) AND 6.04 SHALL ALSO INURE TO THE BENEFIT OF EACH MEMBER’S REPRESENTATIVE. THE COMPANY SHALL INDEMNIFY, PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO, OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, THE COMPANY OR SUCH REPRESENTATIVE’S SERVICE ON THE MANAGEMENT COMMITTEE.

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 Buyer is a limited liability company duly organized and validly existing in good standing under the laws of New York, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon or following Executive’s Date of Termination potentially entitling Executive to Salary Continuation and other benefits under Section 2 above, Executive will execute a binding general release and waiver of claims in a form substantially similar to the attached Appendix B. If the General Release and Waiver is not signed within the time it requires or is signed but subsequently revoked, Executive will not continue to receive any Salary Continuation otherwise payable, and shall reimburse any Salary Continuation previously paid.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee shall have overall discretionary authority with respect to administration of the Plan; provided that the Administrator shall have discretionary authority and responsibility for the general operation and daily administration of the Plan and to decide claims and appeals as specified herein. If at any time the Committee shall not be in existence or not be composed of members of the Board who qualify as “non-employee directors”, then all determinations affecting Participants who are subject to Section 16 of the Exchange Act shall be made by the full Board, and all determinations affecting other Participants shall be made by the Board or an officer of the Company or other committee appointed by the Board (with the assistance of the Administrator). The Committee or Administrator may, in its discretion, delegate any or all of its authority and responsibility; provided that the Committee shall not delegate authority and responsibility with respect to non-ministerial functions that relate to the participation by Participants who are subject to Section 16 of the Exchange Act at the time any such delegated authority or responsibility is exercised. To the extent of any such delegation, any references herein to the Committee or Administrator, as applicable, shall be deemed references to such delegatee. Interpretation of the Plan shall be within the sole discretion of the Committee or the Administrator with respect to their respective duties hereunder. If any delegatee of the Committee or the Administrator shall also be a Participant or Beneficiary, any determinations affecting the delegatee’s participation in the Plan shall be made by the Committee or Administrator, as applicable.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such projections were prepared.

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: Operator shall, at Terra Tech's or the Owner's expense, use its diligent best efforts to see to it that the Business is at all times in compliance with applicable laws, rules and regulations, including but not limited to, any other requirements of governmental authorities having jurisdiction over the Business and Operator shall assist Terra Tech and the Owner to renew, as necessary, all permits and licenses which are legally required for the operation and maintenance of the Business. The Operator, at its sole expense, shall be responsible for any and all fines, penalties, losses of revenues, or increases in the costs of operating the Business due to any mismanagement of the Business, malfeasance related to the Business, or lack of adherence to the SOPs, or then-current local or state laws or regulations, or then-current local, state or federal tax codes or regulations.

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: remedied by granting of the writ. Foont v. United States, 93 F.3d 76, 79 (2d Cir.1996) (internal citations, quotation marks, and alterations omitted). We assume, without deciding, that the fact that Ramirez is still serving his custodial sentence does not preclude him from seeking relief by way of coram nobis. We review de novo “the standards that a District Court applies in considering the writ of error coram nobis and review for abuse of discretion a District Court’s final decision to deny the writ.” Porcelli, 404 F.3d at 158 (2d Cir.2005). (2) Ramirez argues on appeal that the district court deprived him of his right to be present at his sentencing. See, e.g., Fed. R.Crim.P. 43(a)(3) (defendant must be present at sentencing); United States v. Agard, 77 F.3d 22, 24-25 (2d Cir.1996) (<HOLDING>). How ever, Ramirez was, in fact, present for Options: A. recognizing constitutional right to be present when sentence is imposed B. recognizing constitutional right to effective counsel C. recognizing that the sentence imposed should be consistent with the protection of the public D. holding right to testify was federal constitutional right E. recognizing the right to trial by jury is a constitutional right to be given the same protections as other constitutional rights

assistant: The best answer is A. recognizing constitutional right to be present when sentence is imposed
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 conclusion in Leimkuehler, rejecting arguments that Plan servicers met the requirements of subsection (i) of the functional fiduciary definition by selecting which mutual fund share classes to include on the investment menu offered to a 401(k) plan; by exercising authority or control over the management and disposition of plan assets in the separate accounts because that task had nothing to do with the alleged breach of fiduciary duty; and by reserving the right to substitute or delete funds made available to the Plan participants for the same reason. 713 F.3d at 911-12. It is worth noting that in Leimkuehler, the Seventh Circuit only addressed the fund-substitution theory under subsection (i) of the functional fiduciary definition, and attributed th , 270 (W.D.N.Y.2010) (<HOLDING>). Some courts have held that in some Options: A. holding that a payment is under the plan when the debt is provided for in the plan B. holding that plan language giving plan administrator power to determine which employees are eligible to participate in the plan and providing all parties dealing with the plan an interpretation of plan provisions on request indicates deferential standard of review of trustee eligibility decisions C. holding that insurer was a fiduciary to a 401k plan because the insurer had the ability to substitute investment options and the plan had no meaningful opportunity to reject substitutions because of the penalty charges associated with doing so D. holding that service provider which offered a big menu of investment options from which 401k the plan trustee selected a smaller plan menu was not a fiduciary because provider did not have ultimate authority over which investments were included in the plans E. holding that plan servicer which provided 401k plan a menu of investment options was not a fiduciary because parties contract required servicer to give the plan notice of and opportunity to reject any changes to the menu

assistant: The best answer is E. holding that plan servicer which provided 401k plan a menu of investment options was not a fiduciary because parties contract required servicer to give the plan notice of and opportunity to reject any changes to the menu
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 LAWS OF THE STATE OF NORTH CAROLINA SHALL GOVERN THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAWS. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 22, ANY CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY IN THE COURTS (FEDERAL AND STATE) SITUATED IN THE STATE OF NORTH CAROLINA, FORSYTH COUNTY. THE GRANTEE CONSENTS TO PERSONAL JURISDICTION IN THE STATE OF NORTH CAROLINA AND IN THE COURTS THEREOF FOR THE ENFORCEMENT OF THIS AGREEMENT, AND WAIVES ANY RIGHTS THE GRANTEE OTHERWISE MAY HAVE UNDER THE LAWS OF ANY JURISDICTION TO OBJECT ON ANY BASIS TO JURISDICTION OR VENUE WITHIN THE STATE OF NORTH CAROLINA TO ENFORCE THIS AGREEMENT. IN ADDITION, AND NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY ELECT, IN ITS DISCRETION, TO SEEK A TEMPORARY RESTRAINING ORDER OR PRELIMINARY OR PERMANENT INJUNCTIVE (OR SIMILAR) RELIEF TO ENFORCE ITS RIGHTS UNDER SECTIONS 17 AND 18 OF THIS AGREEMENT IN ANY JURISDICTION OR COURT ANYWHERE IN THE WORLD THAT THE COMPANY DETERMINES TO BE APPROPRIATE, AND THE GRANTEE HEREBY CONSENTS TO VENUE IN ANY SUCH JURISDICTION OR COURT IN SUCH EVENT.

assistant: Governing Laws