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 any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations) (collectively, the “ Severance Benefits ”) shall be conditioned upon Executive’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) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes his acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60 th ) day following the date of Executive’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 (60 th ) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on his behalf by his estate or a person having legal power of attorney over his affairs.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: motions are rendered moot by the dismissal of the appeal. While the request for posteonviction relief filed by Barnes was timely filed in accordance with Rule 37.2(c), which requires that, when a petitioner entered a plea of guilty, a petition under the Rule must be filed in the trial court within ninety days of the date of entry of judgment, the request for postconviction relief filed by Barnes was not properly verified. For that reason, it was subject to dismissal by the trial court. Keck v. State, 2013 Ark. 139, at 5, 2013 WL 1385240 (per curiam). Barnes could not circumvent the requirement that a [.¡petition for postconviction relief be verified by labeling his petition as a motion to retract his guilty plea. See Lambert v. State, 2012 Ark. 310, at 2, 2012 WL 3373199 (per curiam) (<HOLDING>); see also Livingston v. State, 2014 Ark. 364, Options: A. holding that because the petitioner had already filed a rule 371 petition he was barred from submitting a subsequent petition under that rule and his petition was subject to dismissal on that basis regardless of the label he placed on it B. holding that appellate courts may not on appeal from the dismissal of a rule 32 petition consider claims not raised in the rule 32 petition C. holding that a petition to correct sentence was properly considered as a petition for postconviction relief pursuant to rule 371 because it challenged a judgment entered on a plea of guilty on grounds cognizable under the rule D. holding that appellate courts may not on appeal from the dismissal of a rule 32 petition consider claims not raise in the rule 32 petition E. holding that petition was properly filed even though the state court denied it as procedurally barred because the petition was delivered to and accepted by the state court

assistant: The best answer is A. holding that because the petitioner had already filed a rule 371 petition he was barred from submitting a subsequent petition under that rule and his petition was subject to dismissal on that basis regardless of the label he placed on it
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 Incremental Joinder Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Incremental Joinder Agreement by facsimile or other secure electronic format (.pdf) shall be effective as an original.

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 case excerpt and choose the best holding from the options. Case excerpt: trans. denied. Section 35-37-4-6 applies to juvenile proceedings. D.G.B. v. State, 833 N.E.2d 519, 524-25 (Ind.Ct.App.2005). L.H. first argues that the case can be “easily and appropriately resolved” by holding that the requirements of the child hearsay statute were not met because A.H. did not testify at a “trial” as required by section 35-37-4-6(e)(2)(A) because there was no trial. Brief of Appellant at 6. L.H. contends that the juvenile court’s judgment should be reversed on this basis. However, the ramification of the requirements of the child hearsay statute not being met is that the hearsay should not be admitted at trial. Reversal would not necessarily be required if other evidence is sufficient to support the adjudication. See Carpenter v. State, 786 N.E.2d 696, 704 (Ind.2003) (<HOLDING>). Moreover, because the issue of whether there Options: A. holding that the district court did not err in relying on hearsay evidence where the government offered reasons why its hearsay evidence had indicia of reliability and the court considered the reliability of the evidence in deciding the weight to give the hearsay evidence B. holding that the trial court abused its discretion in admitting child hearsay because it failed to exhibit sufficient indications of reliability but noting that it is not every error that warrants reversal of a judgment of conviction and examining whether there was sufficient evidence outside of the hearsay to support the conviction C. holding that admission of hearsay constituted harmless error when there was more than sufficient other evidence in the record to support the verdict D. holding that a plain error that is fatal to a conviction is sufficient to warrant reversal E. holding that the trial courts written order was not the entry of a sentence sufficient to support a determination that a judgment of conviction was entered

assistant: The best answer is B. holding that the trial court abused its discretion in admitting child hearsay because it failed to exhibit sufficient indications of reliability but noting that it is not every error that warrants reversal of a judgment of conviction and examining whether there was sufficient evidence outside of the hearsay to support the conviction
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 achieve a fair determination of the defendant’s guilt or innocence of each crime. Minn. R.Crim. P. 17.03, subd. 3(1). Pursuant to the rule, a district court must first decide whether the joined offenses are related, and if so, the court must decide whether severance is nonetheless required because joinder would be prejudicial. State v. Profit, 591 N.W.2d 451, 459 (Minn.1999). Offenses are related when they are “part of a single behavioral incident or course of conduct.” Id. at 458 (citations omitted). In determining whether the offenses are part of a single behavioral incident or course of conduct, courts examine (1) “how the offenses were related in time and geographic proximity;” and (2) “whether the actor was motivated by a single criminal objective.” Dukes, 544 N.W.2d at 20 (<HOLDING>) Here, Dick told the police he had been banging Options: A. holding that the 9circuit court did not abuse its discretion in refusing a motion to sever separate charges of rape committed against the appellants two nieces B. holding that the trial court did not abuse its discretion in refusing a motion to sever separate charges of rape committed against the appellants two nieces C. holding district court did not abuse its discretion by refusing to sever numerous substantively unconscionable terms from arbitration agreement D. holding that the district court did not abuse its discretion in refusing to sever trials where the time between the two crimes was a matter of only a few minutes the proximity was within one block and each crime was motivated by the objective of obtaining money through robbery E. holding that the trial court did not abuse its discretion by refusing to accept the defendants guilty pleas to two counts of the indictment and stating that even if the trial court erred the error had not prejudiced the defendant because he was found guilty by the jury of the charges to which he intended to plead and the evidence of the other crimes would have been admissible in the trial for the first degree murder charge

assistant: The best answer is D. holding that the district court did not abuse its discretion in refusing to sever trials where the time between the two crimes was a matter of only a few minutes the proximity was within one block and each crime was motivated by the objective of obtaining money through robbery
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: ground for the decision can be inferred from the facts.” Brown, 211 F.3d at 1223. An arbitrator manifestly disregards the law if he was conscious of the law and deliberately ignored it; merely misinterpreting, misstating, or misapplying the law does not suffice. B.L. Harbert Int’l, LLC, 441 F.3d at 910. Even if an arbitration award clearly contradicts an express term of the contract at issue and the arbitrator clearly erred, the award will not be set aside unless the “arbitration loser” establishes that the arbitrator recognized a clear rale of law and deliberately ignored it. Id. at 911-12. “Neither this Court nor the Supreme Court has decided whether collective bargaining agreements are subject to the FAA.” Brisentine v. Stone & Webster Eng’g Corp., 117 F.3d 519, 525 (11th Cm. 1997) (<HOLDING>). Nevertheless, federal courts have Options: A. holding that arbitration provisions that preclude class actions are not unconscionable B. holding an entire arbitration clause is void and arbitration cannot be compelled where contract contained unconscionable clause and has a nonseverability clause C. holding that a mandatory arbitration clause does not preclude litigating a federal statutory claim D. holding that the statute is mandatory E. holding that claim was not subject to mandatory arbi tration because the parties specifically excluded it from the general arbitration clause

assistant: The best answer is C. holding that a mandatory arbitration clause does not preclude litigating a federal statutory claim
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: Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own SUDS Properties LLC, to carry on its business as now conducted and to perform its obligations under this Agreement.

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: The obligations of confidentiality and limitations on use under this Agreement shall survive termination of this Agreement for a period of five (5) years from the execution of this Agreement; PROVIDED, HOWEVER, notwithstanding the term of this Agreement, any provisions hereof that by their nature extend beyond such term or termination shall remain in effect beyond such term or termination under this Section 6 until fulfilled and shall apply to either Party's successors and assigns.

assistant: Yes
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: than four years ago, contains in excess of 350 entries at present. Klayman's failure to properly cite to the record or to identify the rulings of which he now complains has significantly and needlessly increased the difficulty in determining which of the hundreds of rulings in this case are now at issue. Nonetheless, to the extent the Court has been able to determine which of its rulings are likely described by Klayman in his Affidavit, the Court has identified these decisions above. 3 . The Court is also cognizant that section 455 imposes a duty upon this Court to consider recusal sua sponte, and, for this reason as well, shall proceed to consider Klayman’s substantive allegations in support of his Motion to Disqualify. See United States v. Barrett, 111 F.3d 947, 955 (D.C.Cir.1997) (<HOLDING>). 4 . While Klayman's initial motion for Options: A. recognizing that a district court may sua sponte dismiss a complaint for failure to serve after notice to the plaintiff B. recognizing every federal appellate court has a special obligation to consider its own jurisdiction even if it must do so sua sponte C. recognizing that section 455 requires judges to consider recusal sua sponte D. holding that rule 60b bars sua sponte relief E. holding recusal not required

assistant: The best answer is C. recognizing that section 455 requires judges to consider recusal sua sponte
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: because it was necessary to the college’s mission and served as the mandatory home of the college’s president, as well as housing for college guests and the location for numerous college-related gatherings. In Roman Catholic Archdiocese v. Dept. of Rev., 13 OTR 211, 213 (1995), this court held a rectory exempt under ORS 307.140 because the rectory was t Christ. Church test, that a religious use of property be “reasonably necessary for the furthering of the religious aims of the church,” it can be said that the cases fall into two categories: those cases involving residences and those not involving residences. As to the latter cases, so long as the use of the property related primarily to church business, the property was held exempt. See Found, of Human Understanding, 301 Or at 266 (<HOLDING>). As to the former cases, it can be said that Options: A. holding that imposition of government fees did not violate exempt status of religious organization B. holding that religious exercise is any exercise of religion whether or not compelled by or central to a system of religious belief and that the use building or conversion of real property for the purpose of religious exercise shall be considered religious exercise C. holding exempt under ors 307130 which relates to other charitable institutions a building that was used as an office for a religious official and religious court and a printing press for a religious publication D. holding that lcras property devoted exclusively to public use is exempt from taxation under article xi section 9 E. holding exempt portions of a ranch devoted to and actually used for religious purposes

assistant: The best answer is E. holding exempt portions of a ranch devoted to and actually used for religious purposes
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: to the fullest extent allowed by any law that applies , the disclaimers of liability in these terms apply to all damages or injury caused by the service , or related to use of , or inability to use , the service , under any cause of action in any jurisdiction , including , without limitation , actions for breach of warranty , breach of contract or tort ( including negligence ) .

assistant: Limitation of liability
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: resources to honor all of one’s obligations” (citation, internal quotation marks, and alterations omitted)). Here, non-payment of Storey’s tax obligations is the only evidence relevant to the conduct requirement. Storey filed federal tax returns for the years in question, and there is no dispute that she did so timely and accurately. She simply failed to pay the taxes she owed. This is not enough by itself to render her tax debt nondischargeable. Unless her non-payment was “knowing and deliberate,” the tax obligations were discharged in her bankruptcy. See Stamper, 360 F.3d at 557 (noting that “a ‘knowing and deliberate’ nonpayment provides the basis for determining that the tax debt is non-dischargeable”); but see Haas v. IRS (In re Haas), 48 F.3d 1153, 1158 (11th Cir.1995) (<HOLDING>), overruled in part by Griffith v. United Options: A. holding that the burden is on the plaintiff B. holding that there is some mental state requirement for the third material element of 1326 C. recognizing that if there is evidence upon which one may reasonably infer an element of the crime the evidence is sufficient to sustain that element and where reasonable minds could differ the evidence is sufficient to sustain a conviction D. holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction E. holding that mere nonpayment is not sufficient to satisfy the conduct element of 523a1c and thereby the governments burden without regard to debtors mental state

assistant: The best answer is E. holding that mere nonpayment is not sufficient to satisfy the conduct element of 523a1c and thereby the governments burden without regard to debtors mental state
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 Obligor and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business in all material respects, without conflict in any material respect with any rights of others. There is no pending or, to any Obligor's knowledge, threatened Intellectual Property Claim with respect to any Obligor, any Subsidiary or any of their Property (including any Intellectual Property) that reasonably could be expected to have a Material Adverse Effect. As of the Closing Date, except as disclosed on Schedule 9.1.11 , no Obligor or Subsidiary pays or owes any material Royalty or other material compensation to any Person with respect to any Intellectual Property. As of the Closing Date, all material Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, any Obligor or Subsidiary is shown on Schedule 9.1.11 .

assistant: Intellectual Property
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: ( b ) you represent that you are the person or entity responsible for the mobile phone account associated with the mobile number you provide when using pay by mobile , or are authorised by that person or entity to incur such charges .

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: LBIO shall be permitted to publicly disclose the existence of this Agreement, and the title and purpose of each clinical Study, in LBIO’s electronic materials, printed materials, oral presentations, and press releases, and LBIO shall be permitted to include each clinical Study as a component of LBIO’s clinical product pipeline.

assistant: Publicity
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: Following the date hereof, Seller shall take such steps and actions, and provide such cooperation and assistance to Buyer and Spin-Off Subsidiary and any of their successors, assigns and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be reasonably necessary or appropriate to effect, evidence or perfect the sale of the Shares to Buyer or any assignee or successor thereof.

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: The proceeds of the Loans will be used for acquisition, acquisition fees and expenses, and financing of the Mortgaged Properties. No part of the proceeds of any Loan will be used, whether directly or indirectly, for financing, funding or completing the hostile acquisition of publicly traded Persons or for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

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 case excerpt and choose the best holding from the options. Case excerpt: purged when only an hour had passed between the illegal seizure and the time the defendant gave his consent to search, id. at 356. The Buchanan Court also emphasized that the defendant did not move from his location of initial detention and “did not consult with an attorney prior to consenting to the search,” the latter of which forms a “crucial factor” in the attenuation analysis. Id. (quotation omitted). Because “[dissipation of the taint resulting from an illegal [seizure] ordinarily involves showing that there was some significant intervening time, space, or event,” and none was present here, the first two factors from Brown weigh in favor of suppression. See Lopez-Arias, 344 F.3d at 630 (quotation omitted); see also United States v. Griffith, 193 Fed.Appx. 538, 542 (6th Cir. 2006) (<HOLDING>). Turning to the third factor—the purpose and Options: A. holding that an intervening act of misconduct by the plaintiff can break the causal link between the protected conduct and the adverse employment action B. holding that there was no probable cause to arrest the plaintiff because the facts of the case amounted to a contract dispute C. holding that the defendants unlawful arrest in his hotel room rendered his subsequent consent to the search of his room invalid even though he signed a consent form allowing the search after his arrest because the government completely failed to address whether there was a break in the causal relationship between the unlawful arrest and the subsequent search D. holding that consent was the fruit of defendants arrest and that there were no intervening circumstances that would break that chain of causation under analogous facts E. holding there is no consent as a matter of law where the consent was given under coercion

assistant: The best answer is D. holding that consent was the fruit of defendants arrest and that there were no intervening circumstances that would break that chain of causation under analogous facts
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: Executive will not, either directly or indirectly, disparage, or induce or encourage others to disparage, the reputation of the Company Group, its services, its products or any of its current or former affiliates or any of their respective members, offices, directors, employees, or agents. Company will not, at any time during or after Executive’s employment with Company, disparage the reputation of Executive.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or judgment ... but where the act to be done involves the exercise of discretion or judgment, it is not to be deemed merely ministerial. Rains v. Simpson, 50 Tex. 495, 501 (1878) (quoting Commissioner of the General Land Office v. Smith, 5 Tex. 471, 479 (1849)). If an action involves personal deliberation, decision and judgment, it is discretionary; actions which require obedience to orders or the performance of a duty to which the actor has no choice, are ministerial. Wyse, 733 S.W.2d at 227. Whether a police officer operating a vehicle in the scope of the officer’s authority is performing a discretionary or ministerial act is an issue on which Texas courts have reached divergent conclusions. Compare Eubanks v. Wood, 304 S.W.2d 567, 570 (Tex.Civ.App.—Eastland 1957, writ ref'd n.r.e.) (<HOLDING>) and Huddleston v. Maurry, 841 S.W.2d 24, 29 Options: A. recognizing emergency exception B. holding that a section 1983 suit against an officer in his or her official capacity is simply another way of pleading an action against an entity of which an officer is an agent C. holding that district court has discretion to determine whether it could reasonably be said that an emergency exists D. holding that an officers response to an emergency call does not involve matters within his discretion as an officer E. holding that an arrest made by an officer outside his jurisdiction does not violate the fourth amendment

assistant: The best answer is D. holding that an officers response to an emergency call does not involve matters within his discretion as an officer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that is not set forth expressly in this Agreement. This Agreement contains the entire agreement, and supersedes any other agreement or understanding between Company and Employee relating to Employee’s employment, provided, however, that if and to the extent that Company has previously granted equity or other similar compensation to Employee that is subject to a vesting schedule, contingency or performance condition, this Agreement does not alter Employee’s entitlement to such compensation in accordance with the original terms thereof. Employee represents and warrants that her employment by Company hereunder does not and will not conflict with or constitute a breach or default under any prior or existing agreement with any former employer or other person or entity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in 8 CSR 60-2.025(9); and failing, as required by § 213.075(3), to “promptly” investigate Taylor’s complaint. Specifically, it claimed that the writ should have issued in that before a right-to-sue letter could issue to Taylor, the MCHR had a regulatory duty to give it notice of Taylor’s complaint and a statutory duty to promptly investigate the complaint, such that the breach of one or both of those duties violated due process, with respect to the issuance of the letter, mandating the setting aside of the letter. Mandamus, pursuant to § 536.150, will lie where the MCHR’s executive director’s actions in issuing the right-to-sue letter violated prescribed procedures and applicable law. See State ex rel. Martin-Erb v. Mo. Comm’n on Human Rights, 77 S.W.3d 600, 608 (Mo. banc 2002) (<HOLDING>). The writ will not issue, however, unless Options: A. holding that it is well established that whether an employees actions were within the scope of employment is a question of fact and even if some of the actions were unauthorized the question of whether the actions were within the scope of employment is for the jury B. holding that the actions were not actions of public and general applicability but were actions directed principally and primarily at plaintiffs C. holding that section 536150 gives the complainant the right to file a mandamus action to determine whether the executive directors actions were in fact accomplished under prescribed procedures and were lawful D. holding if the legislature had the power to confer upon the county commissioners jurisdiction to hear and determine the question as to whether or not a town was of undue extent and to deprive it of a part of its territory then the proceeding being statutory before a body of limited powers the record must show affirmatively that such a case was brought before them as they were authorized to hear and determine and that all the jurisdictional facts were found to exist where the jurisdiction and power to hear and determine depends upon the existence of a fact that fact must appear or the proceedings are coram non judice and void E. holding that as part of a new standard of review requiring directors taking defensive actions to show that those actions were reasonable in relation to threat posed such proof is materially enhanced by the approval of a board comprised of a majority of outside independent directors citations omitted

assistant: The best answer is C. holding that section 536150 gives the complainant the right to file a mandamus action to determine whether the executive directors actions were in fact accomplished under prescribed procedures and were lawful
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the expiration or termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate except those described in the following Sections: Sections 1 (Definitions); 4.5(b) and 4.5(c) (with respect to any Development Costs that have accrued but not yet been reconciled as of the effective date of termination); 6.3-6.6, 6.9 and 7.1-7.3 (with respect to milestone payments and Royalty payments accruing prior to, but not yet paid as of, the effective date of termination), 7.4 (for a period of three (3) years from the end of the calendar quarter in which termination or expiration occurs, or if later, (3) years from the end of the calendar quarter in which the last sale of Product by PFM, its Affiliate or Sublicensee occurs; 10.1-10.3 (Confidentiality, for a period of ten (10) years following the effective date of termination or expiration); 11.1 (Ownership of Inventions), 11.3 (with respect to any enforcement actions being prosecuted by PFM as of the effective date of termination); 11.4 (with respect to any Infringement Actions being defended by PFM as of the effective date of termination); 12.7 (Termination of Trademark License); 12.8 (with respect to PFM’s obligation to transfer or withdraw registration of Internet domain names registered by PFM pursuant to this section and Array’s ownership and other rights with respect to the Domain Names); 14 (Effect of Termination), 16 (Indemnification; Recalls), 17 (Dispute Resolution) and 18 (General Provisions); and, in addition, to the extent that any Product is sold during the Wind Down Period defined in Section 14.2(a) (ii) above, Sections 6.3 through 6.6 and 6.9 shall apply to such sales.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).

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: the requirements of either Indiana Code sections 31-84-1-1 or 2 could have been used to pursue a CHINS determination of N.E. and her siblings. However, both require a finding that there is "care, treatment, or rebabilitation that . is unlikely to be provided or accepted without the coercive intervention of the court." IC. §§ 31-34-1-1, 2. At first blush, it seems that if a child was not a CHINS with respect to either of its parents, the coercive intervention of the court would not be necessary because that parent would be providing or accepting the necessary care, treatment, or rehabilitation on the child's behalf. However, we have recently addressed a CHINS disposition as it relates to each parent as separate issues. See In re C.S., 863 N.E.2d 413, 418 (Ind.Ct.App.2007), trans. denied (<HOLDING>). We did so without discussion of how or why we Options: A. holding that the presumption of legitimacy shifts the burden of persuasion to the putative father to establish that he did not father the child B. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child C. holding that court could permit grandparent or other person having substantial past contact with child to intervene in pending sapcr even though original suit requesting possessory conservatorship could not be filed by grandparent or other person and further holding that stepgrandmother had standing to intervene to seek managing conservatorship of child under section 102004b and section 1020039 where natural mother abandoned child after birth parents were divorced natural father remarried father had custody of child after father died child lived first with stepmother then with stepgrandmother and mother first sought custody when child was eleven years old D. holding that a child was not a chins with respect to its father where the child had been found to be a chins with respect to mother but there was no allegation and no evidence that the father was responsible for the circumstance which led to the chins determination E. holding that a child was not barred by a former statute of limitations applicable to actions to establish the existence of a father and child relationship when the current action was to establish the nonexistence of a father and child relationship and the presumed father no longer persisted in maintaining paternity

assistant: The best answer is D. holding that a child was not a chins with respect to its father where the child had been found to be a chins with respect to mother but there was no allegation and no evidence that the father was responsible for the circumstance which led to the chins determination
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 amounts payable by a Guarantor under this Section 14 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties contained herein shall survive until 5:00 p.m. EDT on the 18-month anniversary of the Closing, other than the representations and warranties set forth in Sections 3.1 , 3.2 , 3.3 , 3.4 , 3.5 , 4.1 , 4.2 and 4.3 , which shall survive indefinitely (the “ Survival Period ”). For the avoidance of doubt, all other covenants, agreements and obligations contained in this Agreement shall survive indefinitely (unless a different period is specifically provided for pursuant to the provisions of this Agreement expressly relating thereto).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No later than the date as of which tax withholding is first required with respect to any Award under the Plan, the Participating Key Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations arising with respect to Awards to Participating Key Employees under the Plan may be settled with Shares (other than Restricted Securities), including Shares that are part of, or are received upon exercise of, the Award that gives rise to the withholding requirement; provided , however , that the amount to be withheld may not exceed the total maximum statutory tax rates associated with the transaction to the extent needed for the Company to avoid adverse accounting treatment. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and any Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participating Key Employee. The Committee may establish such procedures as it deems appropriate for the settling of withholding obligations with Shares, including, without limitation, the establishment of such procedures as may be necessary to satisfy the requirements of Rule 16b-3.

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 case excerpt and choose the best holding from the options. Case excerpt: this is irrelevant to the question of whether a loan was made to Busson-Sokolik in the first place. Finding no clear error on the question of whether the funds were in fact transferred to Busson-Sokolik and no defects in the formation of a valid contract between the parties, we affirm the finding that the sum MSOE transferred to Busson-Sokolik was a loan. 2 . “Abuse of discretion” is the clear standard for evaluating a judge’s decision to impose sanctions in a bankruptcy case. See In re Rimsat, Ltd., 212 F.3d 1039, 1046 (7th Cir.2000). While the standard for evaluating a judge’s decision not to impose sanctions in a bankruptcy case is somewhat less clear, we adopt the Sixth Circuit’s approach of using the "abuse of discretion” standard. See In re Downs, 103 F.3d 472, 480 (6th Cir.1996) (<HOLDING>). 3 . An appeal is frivolous "when the result Options: A. holding that the appropriate standard of review is abuse of discretion B. holding that the applicable standard of review for evaluating a bankruptcy courts denial of fed r bankrp 9011 sanctions is abuse of discretion and noting similar approaches taken by the ninth and tenth circuits C. holding that the standard of review for the denial of rule 11 sanctions is governed by the law of the regional circuit D. holding that the conclusion that the wiretap was necessary in each situation is reviewed for an abuse of discretion and bringing the tenth circuit into accordance with the authority of a majority of other circuits E. holding that the standard of review is abuse of discretion and an appeal from denial of rule 60b relief does not bring up the underlying judgment for review

assistant: The best answer is B. holding that the applicable standard of review for evaluating a bankruptcy courts denial of fed r bankrp 9011 sanctions is abuse of discretion and noting similar approaches taken by the ninth and tenth circuits
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: Other than as set forth in Section 2.18 of the Company Disclosure Schedule , there are no loans, leases, royalty agreements or other continuing transactions with continuing obligations between the Company or its Subsidiaries and any of its present directors or officers or, to the Company’s Knowledge, former directors or officers or current or former employees (other than ordinary course proprietary information, invention assignment, non-competition or non-solicitation agreements that restrict the ability of such employee to compete with or solicit from the Company), consultants, representatives or stockholders or any member of any director, officer, employee, consultant, representative or stockholder’s family. To the Company’s Knowledge, none of its present directors, officers, employees, consultants or stockholders has any material interest in any entity that does business with the Company (other than any interest in less than 5% of the stock of any publicly-traded corporation), has any material interest in any entity which competes with the Business, has any material interest in any property, asset or right used by the Company or its Subsidiaries in the conduct of the Business or, other than as set forth in Section 2.18 of the Company Disclosure Schedule , has any contractual relationship (whether written or oral) with the Company other than such relationships that result solely from being a Company director, officer, employee, consultant or stockholder.

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: The Receiving Party agrees that it will, during or after the course of their relationship and/or the term of this Agreement as described in clause 9, keep the Confidential Information in the strictest confidence and will not disclose it to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement, and the Parties undertake to each other that their holding and subsidiary companies or agents shall be bound by the provisions of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 123. Dr. Mittal agreed that the fact that the knife had been left in the wound in the victim’s back did not alter his medical conclusion. Id. at 128. Accordingly, the prosecutor’s argument to the jury was . based upon reasonable inferences from the evidence. Further, we agree with the Commonwealth that, contrary to Appellant’s contention, the prosecutor’s use of the word “speculation” did not urge the jury to base its verdict on conjecture, but rather was a colloquial way of saying that the prosecutor was not in the room at the time the fatal stabbing was committed. Under these circumstances, we conclude that the prosecutor’s comments were not improper, and counsel cannot be deemed ineffective for failing to lodge a meritless objection. See Commonwealth v. Jones, 912 A.2d at 278 (<HOLDING>). VII. Appellate Counsel Ineffectiveness In his Options: A. holding that counsel cannot be deemed ineffective for failing to pursue a meritless claim B. holding that counsel cannot be deemed ineffective for failing to advance novel and unaccepted theories C. holding that counsel cannot be deemed ineffective for failure to present cumulative evidence D. holding that counsel was not deficient in failing to present a meritless argument E. holding that an attorney is not ineffective for failing to make a meritless objection

assistant: The best answer is A. holding that counsel cannot be deemed ineffective for failing to pursue a meritless claim
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 right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any Party without the prior written consent of the other Party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except (i) an assignment, in the case of a merger or consolidation where such Party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such merger or consolidation or the purchaser in such sale; or (ii) an assignment by the Holder to an Affiliate Transferee in accordance with the terms hereof.

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: If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or the Performance Stock Units under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of the Performance Stock Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award shall remain in full force and effect).

assistant: Severability