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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by Defendant Peachtree Settlement Funding to Exclude Unpleaded Claims From Trial (Docket No. 153) and Plaintiff's Brief in Opposition to this motion (Docket No. 156). At trial, the Court denied Defendants request to exclude such claims, concluding that Defendant had been given fair notice of Plaintiff's intent to pursue these theories. 8 . Plaintiffs’ complaint had also sought to void the Purchase Agreement and deny restitution to Defendant because the agreement allegedly violated the anti-assignment provisions of the settlement agreement and annuity contract, and otherwise applicable law. This argument highlights what is currently a hotly contested issue of law. See, e.g., Piasecki v. Liberty Life Assurance Co. Of Boston, 312 Ill.App.3d 872, 245 Ill.Dec. 340, 728 N.E.2d 71 (2000) (<HOLDING>); Grieve v. General American Life Ins. Co., 58 Options: A. holding that federal law precludes courts from considering va disability payments in awarding alimony B. holding assignment effective from letter that identified the parties noted principal amount and amount to become due noted that assignment was made and directed all future payments be made to assignee C. holding antiassignment clause in structured settlement is enforceable D. holding a settlement privilege exists as to thirdparty discovery of settlement negotiations E. holding antiassignment provision precludes assignment of structured settlement payments

assistant: The best answer is E. holding antiassignment provision precludes assignment of structured settlement 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: This Agreement shall be construed in accordance with the laws, including the law of conflicts, of the State of Nevada, without reference to its conflicts/choice of law rules, and, where applicable, under federal law. Any controversy which may arise between the Parties relating to this Agreement, its enforcement or otherwise shall be brought in the federal or state courts, sitting in Boston, Suffolk County, Commonwealth of Massachusetts. The prevailing Party shall have the right, under this Agreement, to collect costs and/or reasonable attorneys' fees.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective when it shall have been executed by Holdings, the Borrower and the Administrative Agent, and when the Administrative Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender or been notified by such Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective permitted successors and assigns, except that neither the Borrower nor any other Loan Party shall have the right to assign its rights or delegate its duties under this Agreement or any other Loan Document or any interest in this Agreement or any other Loan Document without the prior written consent of each Lender, except as otherwise permitted by Section 6.04. Each Loan Party agrees that no Affiliate, equityholder or creditor of such Loan Party is intended to be, and none of such Persons shall be, third party beneficiaries of this Agreement or any other Loan Document, and therefore no Indemnitee will have any liability (whether direct or indirect, in contract or tort, or otherwise) to any Loan Party’s respective Affiliate that is not a party hereto or to any Loan Party’s equityholders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby.

assistant: Binding Effects
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 not be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock upon conversion in a name other than that in which the shares of the Series A Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid. The Company shall withhold from any payment due whatsoever in connection with the Series A Convertible Preferred Stock any and all required withholdings and/or taxes the Company, in its sole discretion deems reasonable or necessary, absent an opinion from Holder’s accountant or legal counsel, acceptable to the Company in its sole determination, that such withholdings and/or taxes are not required to be withheld by the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (though not explicitly denominated as such) by performing at least one of several functions with respect to a plan.” Beddall v. State Street Bank & Trust Co., 137 F.3d 12, 18 (1st Cir.1998). Under the s son is a fiduciary of an ERISA Plan to the extent “he exercises any discretionary authority or discretionary control respecting management of such [a] plan.” One touchstone of whether a person qualifies as a functional fiduciary is whether that “person exercises discretionary authority in respect to, or meaningful control over, an ERISA plan, its administration, or its assets (such as by rendering investment advice).” Beddall, 137 F.3d at 18. The “mere exercise of physical control or the performance of mechanical administrative tasks” does not necessarily trigger fiduciary duties. Id. (<HOLDING>); see also Cottrill v. Sparrow, Johnson, & Options: A. holding that bank as coexecutor of estate breached its fiduciary and statutory duties to creditor when it failed to pay creditors claim against estate and instead paid claims of bank and other creditors B. holding witness not licensed as real estate appraiser could not testify as expert on real estate valuation where statute made it unlawful to engage in real estate appraisal without license C. holding that trustee may bring assigned creditor claims where estate is the real party in interest D. holding that a real estate partnership involved commerce within the meaning of the act where the real estate at issue was located in texas and the partners lived in illinois maintained a bank account in illinois and borrowed money from an illinois bank E. holding that the bank trustee of a relevant plan was not a fiduciary in regard to real estate interests because it performed only administrative and ministerial functions

assistant: The best answer is E. holding that the bank trustee of a relevant plan was not a fiduciary in regard to real estate interests because it performed only administrative and ministerial functions
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 victim testified that three men came to her house, kicked the door open, and put a gun to her daughter’s face. Beyond this, the victim testified that she could not remember any more details at the time of trial. As pointed out by the State, this event would qualify as “a matter about which a witness once had knowledge, but now has insufficient recollection to enable the witness to testify fully and accurately.” § 90.803(5), Fla. Stat. (2008). Further, the victim identified the written statement as the statement she gave to police on the day of the crime, approximately one hour after the events took place, and testified that she told the police what happened when they came to her house. Given the totality of the circumstances in this case, including that the witness swore to t 998) (<HOLDING>). These cases are based upon the language of Options: A. holding court abused its discretion when it excluded psychologists testimony regarding host of identification issues among which was crossracial identification B. holding that testimony regarding outofcourt identification was inadmissible where the state failed to ask the witnesses about the identification during its direct examination C. holding that where the opportunity for positive identification is good and not weakened by prior failure to identify and the witness is positive in his identification even after crossexamination identification need not be received with caution D. holding that trial court erred when it admitted outofcourt identification of defendant when the witness who made the identification was never asked about defendants identity at trial E. holding that agents testimony as to witnesss identification was not hearsay

assistant: The best answer is B. holding that testimony regarding outofcourt identification was inadmissible where the state failed to ask the witnesses about the identification during its direct examination
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 denial of a motion for a new trial for an abuse of discretion. United States v. Piazza, 647 F.3d 559, 564 (5th Cir.2011). Fleming moved for a new trial based on newly discovered evidence “that [she] was medicated during trial in violation of [her] right to due process, both because the medication was without medical need and also because it was involuntary.” A panel of this court found on direct appeal that Fleming’s due process claim failed because she “voluntarily agreed to take her medication as a condition of being allowed to proceed pro se.” Arthur, 432 Fed.Appx. at 428 (emphasis added). Thus, due process did not require a determination whether the medication was medically appropriate. Cf. Sell v. United States, 539 U.S. 166, 179-82, 123 S.Ct. 2174, 156 L.Ed.2d 197 (2003) (<HOLDING>). The district court did not err in concluding Options: A. holding that defendants have a due process right to avoid the involuntary administration of antipsychotic drugs absent a finding inter alia that the drugs administered were medically appropriate B. holding inter alia that common law claims were preempted C. holding that evidence was insufficient to prove a conspiracy where the evidence did not show that individuals who sold drugs to the defendant knew that the drugs were meant to be resold D. holding that the fortress theory was applicable where it reasonably appeared that the gun was used to protect the drugs given that the drugs and firearm were found in the same location E. holding evidence was insufficient to link defendant to drugs in borrowed vehicle when the drugs were not in plain view the defendant disavowed knowledge that drugs were hidden in floorboard of car and a person antagonistic toward defendants husband had access to the car before she borrowed it

assistant: The best answer is A. holding that defendants have a due process right to avoid the involuntary administration of antipsychotic drugs absent a finding inter alia that the drugs administered were medically appropriate
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: Mr. Muniz contends that, because Colorado defendants typically assert ineffective assistance claims upon collateral review, a collateral proceeding is effectively the first tier of review and counsel must be provided. Although, as Mr. Muniz notes, Halbert v. Michigan, 545 U.S. 605, 125 S.Ct. 2582, 162 L.Ed.2d 552 (2005), extended the right to counsel to a class of discretionary direct appeals, Halbert did not overrule clearly established Supreme Court precedent that individuals have no right to counsel in post-conviction proceedings. Id. at 2591-92. See, e.g., Coleman v. Thompson, 501 U.S. 722, 755, 111 S.Ct. 2546, 115 L.Ed.2d 640 (1991) (“[T]here is no right to counsel in state collateral proceedings.”); Murray v. Giarratano, 492 U.S. 1, 13, 109 S.Ct. 2765, 106 L.Ed.2d 1 (1989) (<HOLDING>); Pennsylvania v. Finley, 481 U.S. 551, 557, Options: A. holding that defendants have a right to counsel in criminal proceedings B. holding no right to counsel for capital defendants in state habeas proceedings C. holding that even capital prisoners have no constitutional right to counsel in habeas cases D. recognizing the common practice of substituting specialized capital counsel for habeas petitions filed by capital defendants E. holding that a parents statutory right to counsel in termination proceedings guarantees the right to effective counsel

assistant: The best answer is B. holding no right to counsel for capital defendants in state habeas proceedings
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: 2 . Although this language is relevant to the issue before us today, it is non-binding dicta, as the question before this Court in Greene involved the issuance of certificates of appeal-ability under 28 U.S.C. § 2253, as opposed to the prerequisites for filing a successive habeas petition under section 2244(b). Even so, its reasoning is persuasive on the issue we address. 3 . It appears that in so doing, we join a number of other federal courts of appeals that have addressed the issue. See Thomas, 371 F.3d at 786 (11th Cir.2004) (" §§ 2241 and 2254 ... govern[ ] a single post-conviction remedy, with the § 2254 requirements applying to petitions brought by a state prisoner in custody pursuant to the judgment of a State court”); Walker v. O’Brien, 216 F.3d 626, 633 (7th Cir.2000) (<HOLDING>); Moore v. Reno, 185 F.3d 1054, 1055 (9th Options: A. holding that rjoughly speaking 2254is the exclusive vehicle for prisoners in custody pursuant to a state court judgment who wish to challenge anything affecting that custody because it makes clear that bringing an action under 2241 will not permit the prisoner to evade the requirements of 2254 B. holding that the failure to attach a custody order was not reversible error because there was no showing of prejudice where there was no indication that the respondent was unaware of the placement or custody of the children at any time the motion to terminate stated that dss was given legal custody of the minor children and the record included a copy of an order in effect when the motion was filed that awarded dss custody of the children C. holding that personal jurisdiction is not required to make an outofstate parent a party to custody action where the state court has subject matter jurisdiction under the uniform child custody jurisdiction act D. holding that the issue of custody was foreign to the dissolution action because the husband was not the natural father but that the husband could seek to intervene to assert a thirdparty custody claim in a pending custody modification proceeding between the childs natural parents E. holding that habeas review is for any alien held in custody pursuant to an order of deportation

assistant: The best answer is A. holding that rjoughly speaking 2254is the exclusive vehicle for prisoners in custody pursuant to a state court judgment who wish to challenge anything affecting that custody because it makes clear that bringing an action under 2241 will not permit the prisoner to evade the requirements of 2254
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, the Loan Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2 .

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: (stating “LBJ ... FOR MERRILL LYNCH INV MGRS ...”) revealed Merrill’s involvement in the alleged transactions related to the Initials LBJ, Enron did not need to wait until Merrill’s disclosure in Merrill’s motion for summary judgment. See supra note 4 and accompanying text. Instead, Enron could have taken the initiative to contact Merrill regarding the Initials LBJ. If any of those efforts were unsuccessful, Enron could still have sought the Court’s involvement within the statute of limitations. Based upon what Enron knew, especially regarding the information it had in its possession, and what steps it could have taken to verify the accuracy of Lehman’s Statement, Enron’s reliance on Lehman’s Statement was not reasonable. See Stuart Silver Assocs., 245 A.D.2d at 98-99, 665 N.Y.S.2d 415 (<HOLDING>) (citation omitted). Further, regardless of Options: A. holding that the ordinary concept of use as applied in determining the existence of a nonconforming use must yield to the realities of the business in question and the nature of its operations B. holding that party claiming zoning estoppel must exercise due diligence to ascertain the truth and not only lack knowledge of the true state of things but also had no convenient means of acquiring that knowledge C. holding that based upon means similar to or supported by D. holding that where a party has the means to discover the true nature of the transaction by the exercise of ordinary intelligence and fails to make use of those means he cannot claim justifiable reliance on defendants misrepresentations E. holding that for purposes of 18 usc 924c1 the law is well established that where an indictment charges in the conjunctive several means of violating a statute a conviction may be obtained on proof of only one of the means

assistant: The best answer is D. holding that where a party has the means to discover the true nature of the transaction by the exercise of ordinary intelligence and fails to make use of those means he cannot claim justifiable reliance on defendants misrepresentations
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: There is no Legal Proceeding to which the Company or any Subsidiary is a party pending before any Governmental Entity, or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any of their assets or any of their directors, managers, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or any Subsidiary). There is no Order against the Company or any Subsidiary, any of their assets, or, to the knowledge of the Company, any of their directors, managers, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or any Subsidiary). To the knowledge of the Company, there is no reasonable basis for any Person to assert a claim against the Company, any Subsidiary, or any of their assets or any of their directors, managers, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or any Subsidiary) based upon: (i) the Company entering into this Agreement, any of the Transactions or the agreements contemplated by this Agreement, including a claim that such director, manager, officer or employee breached a fiduciary duty in connection therewith, (ii) any confidentiality or similar agreement entered into by the Company regarding its assets or (iii) any claim that the Company or any Subsidiary has agreed to sell or dispose of any of their assets to any party other than Buyer, whether by way of merger, consolidation, sale of assets or otherwise. Neither the Company nor any Subsidiary has any Legal Proceeding pending against any other Person.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 27 . The Second Circuit recently noted, without deciding, that a split among district courts exists over whether the applicant or local government bears the burden of proof as to whether substantial evidence exists. Cellular Telephone Co. v. Town of Oyster Bay, 166 F.3d 490, 496-97 (1999). However, the district courts, noted by the Second Circuit, that placed the burden on the government to establish substantial evidence did so either with no reasoning or simply by citing reasoning from an Iowa state court decision that found th to divine the intent of the council members in making their decision, but rather to look at the administrative record to see if substantial evidence exists. See City of Fairfield v. Superior Court, 14 Cal.3d 768, 772, 122 Cal.Rptr. 543, 537 P.2d 375 (1975) (<HOLDING>). However, the court considers council members' Options: A. holding that such a decision was within the trial courts discretion B. holding plaintiff cannot depose council members about the intent in making a decision to deny a use permit application because such information is irrelevant to whether the decision was supported by substantial evidence C. holding that intent is a separate element and evidence relating to intent is irrelevant to determining whether an object is a criminal instrument D. holding that the icaos decision should not be disturbed if it is supported by substantial evidence E. holding that the findings of reviewing physicians constituted substantial evidence in support of the secretarys decision to deny benefits

assistant: The best answer is B. holding plaintiff cannot depose council members about the intent in making a decision to deny a use permit application because such information is irrelevant to whether the decision was supported by substantial evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and fully to be performed therein without regard to its principles of choice of law or conflicts of law. In all matters of interpretation, whenever necessary to give effect to any provision of this Agreement, each gender shall include the others, the singular shall include the plural, the plural shall include the singular and the terms “and” and “or” may be used interchangeably as the context so requires or implies. The title of the sections of this Agreement are for convenience only and shall not in any way affect the interpretation of any provision or condition of this Agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any party.

assistant: Construction
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 has been duly executed and delivered by the Buyer and constitutes a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law.

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 case excerpt and choose the best holding from the options. Case excerpt: under Section 5103. See id. There is nothing on the docket or in the certified record to indicate that Appellant’s counsel promptly filed a certified transcript of the final judgment of the federal court and, at the same time, a certified copy of the pleadings from the federal action. Id. ¶ 28 Further, we have not been provided with, or independently located, any case law to support the proposition that the Pennsylvania Transfer Statute can be used to circumvent the time limitations of the PCRA, As Fahy states, the PCRA does not permit the tolling of time limitations except as provided in the PCRA statute. See Fahy, supra (limiting doctrine of equitable tolling only to that provided in Section 9545(b)(1)(i) — (iii)). See also Commonwealth v. Hutchins, 760 A.2d 50 (Pa.Super.2000) (<HOLDING>). , As Fahy also states, tolling undermines the Options: A. holding no court has jurisdiction to hear an untimely pcra petition B. holding that untimely petition for postconviction petition divests trial court of jurisdiction C. holding untimely petition for allowance of appeal with pennsylvania supreme court which later denied petition does not operate to circumvent time restrictions of pcra by altering date on which appellants sentence became final D. holding resentencing does not affect the date on which the judgment of conviction became final E. holding that a pcra petitioner may not raise new claims by merely supplementing a pending pcra petition without court authorization because to do so would wrongly subvert the time limitation and serial petition restrictions of the pcra

assistant: The best answer is C. holding untimely petition for allowance of appeal with pennsylvania supreme court which later denied petition does not operate to circumvent time restrictions of pcra by altering date on which appellants sentence became final
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: Capitalized terms used but not defined in this Supplement are defined in Appendix 1 to the 2017-B Exchange Note Supplement, dated as of October 1, 2017 (the “ Exchange Note Supplement ”), to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “ Credit and Security Agreement ”), among CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, the Collateral Agent and Ford Credit, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement. Appendix 1 and Appendix A also contain usage rules that apply to this Supplement. Appendix 1 and Appendix A are incorporated by reference into this Supplement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: golfer. Id. at 1112-13. The court also found that the plaintiff “was specifically selected because of his distinction and his wide market appeal.” Id. at 1113. Accordingly, the court concluded that the incidental use doctrine did not apply because the use of the plaintiffs name and likeness was integral to the defendant’s advertisement and “clearly enhanced the marketability of [the] defendant’s services.” Id.; see also Schifano v. Greene County Greyhound Park, Inc., 624 So.2d 178, 181 (Ala.1993) (distinguishing the incidental use of a photograph of an unidentified and unknown person from the use of the recognizable name of a former college football star and an experienced radio announcer for solicitation purposes); cf. Aligo, 1994 WL 715605, at *3, 1994 U.S. Dist. LEXIS 21559, at *8 (<HOLDING>); Preston, 765 F.Supp. at 118-19 (holding that Options: A. holding that when a plaintiffs name and identity are used without intent to obtain a commercial advantage but where they are used for some other purpose the use is incidental and does not violate the right of publicity B. holding that service and notice in a technical sense are incidental where the main purpose of obtaining the appearance of parties and their participation is accomplished C. holding sufficient connection or nexus existed between the defendant and a gun in a case of nonexclusive possession because the gun was found under the defendants seat was visible and retrievable by defendant and a magazine of ammunition was hidden in the seat cover D. holding that foursecond appearance of a magazine cover featuring photograph of unnamed and unidentified plaintiff in a 29minute infomercial promoting a rock music anthology was incidental use because it was one of dozens of magazine covers used in the infomercial and insignificant to the purpose of selling a music anthology E. holding the notice of appearance was not a motion under rule 12b2 4 or 5 and therefore the filing of the notice constituted a voluntary appearance by the defendants in this action which was the equivalent of the service of the summons upon them

assistant: The best answer is D. holding that foursecond appearance of a magazine cover featuring photograph of unnamed and unidentified plaintiff in a 29minute infomercial promoting a rock music anthology was incidental use because it was one of dozens of magazine covers used in the infomercial and insignificant to the purpose of selling a music anthology
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, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto (and the Indemnitees, the Cash Management Banks under any Secured Cash Management Agreement and the Hedge Banks under any Secured Hedge Agreement) rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of this Plan, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes and other amounts that are required to be withheld by applicable laws or regulations, and the withholding of any amount shall be treated as payment thereof for purposes of determining whether Participant has been paid amounts to which he is entitled.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Payment of Restricted Stock Units (and any related dividend equivalents) in accordance with the Payment Schedule set forth in paragraph (a) above is specifically conditioned on the requirement that at all times prior to each payment, you do not engage in solicitation, Detrimental Conduct or hedging or derivative transactions, as described in paragraphs (d)(i), (ii) and (iii), during such period. If Bank of America determines in its reasonable business judgment that you have failed to satisfy such requirements, then any Restricted Stock Units (and any related dividend equivalents) that have not yet been paid as of the date of such determination shall be canceled as of such date of determination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .PDF transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or .PDF shall be deemed to be their original signatures for all purposes.

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: During the one (1)-year period following the Executive’s Date of Termination, the Executive agrees to provide reasonable assistance to the Company (including assistance with litigation matters), upon the Company’s request, concerning the Executive’s previous employment responsibilities and functions with the Company. Additionally, at all times after the Executive’s employment with the Company has terminated, the Company and the Executive agree to refrain from making any disparaging or derogatory remarks, statements and/or publications regarding the other, its employees or its services. In consideration for such cooperation, the Company shall compensate the Executive for the time the Executive spends on such cooperative efforts (at an hourly rate based on the Executive’s total compensation during the year preceding the Date of Termination) and the Company shall reimburse the Executive for his reasonable out-of-pocket expenses the Executive incurs in connection with such cooperative efforts.

assistant: Cooperation
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: can meaningfully deter it, and sufficiently culpable that such deterrence is worth the price paid by the justice system.” Herring, 555 U.S. at 144,129 S.Ct. 695. Furthermore, the officials in this case, unlike those in Massachusetts v. Sheppard, 468 U.S. 981, 104 S.Ct. 3424, 82 L.Ed.2d 737 (1984), did not take “every step that could reasonably be expected of them.” Id. at 989, 104 S.Ct. 3424. When the officials here rang the doorbells that morning at 2424 Cambreleng Avenue, and discovered that Voustianiouk lived on the second floor instead of the first, they could have obtained a warrant to search Voustianiouk’s second-floor home instead of deciding, without any judicial oversight, that the evidence in their possession provided probable cause to do so. Cf. Velardi, 40 F.3d at 576 (<HOLDING>). There is no question that the officers in Options: A. holding that the protective sweep incident to the defendants arrest in front of his house on suspicion of murder was not justified because the evidence that an accomplice was involved in the murder did not equate to evidence that someone would be hiding out in the defendants house a month after the crime occurred and at the time of the arrest the officers were not chasing the defendant from a crime scene B. holding that officers were entitled to qualified immunity when they conducted an entry and emergency sweep of the third house on a particular road even though the warrant specified the fourth house while noting that the warrant specifically mentioned the name of the houses occupant C. holding that no jury could reasonably fail to find that it was objectively reasonable for the officers to take the actions they did when the only invasion of privacy that occurred was entry and an emergency sweep a search of the premises was not conducted until the magistrate informed of what the officers had learned on the scene prior to entry explicitly authorized a search of the third house D. holding that officers executing a search warrant for contraband have the authority to detain the occupants of the premises while a proper search is conducted E. holding that search of backpack constituted a search of defendants person and was not authorized by search warrant for premises

assistant: The best answer is C. holding that no jury could reasonably fail to find that it was objectively reasonable for the officers to take the actions they did when the only invasion of privacy that occurred was entry and an emergency sweep a search of the premises was not conducted until the magistrate informed of what the officers had learned on the scene prior to entry explicitly authorized a search of the third house
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, the Preamble and all the Exhibits and Schedules attached to this Agreement (all of which shall be deemed incorporated in the Agreement and made a part hereof), set forth the entire understanding of the Stockholders with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, of the Stockholders, and shall be modified or amended as provided herein.

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: to hon- or its promise to keep them in “good hands” fails because, under California law, this is not a statement of fact and therefore not actionable for misrepresentation. IT IS SO ORDERED. 1 . The Court takes the following statement of facts from the parties' briefs and Plaintiffs Complaint. The Court expresses no view on the accuracy of those facts contained in the briefs. The Court assumes, for the purposes of this motion, that the facts alleged in the Plaintiff’s Complaint are true. 2 . Plaintiffs also argue that their complaint contains enough information so that Allstate "understands the allegations and does have the ability to answer them.” (Opp. at 4). This sort of argument lacks merit. It was specifically rejected by the Ninth Circuit in In re GlenFed. See 42 F.3d at 1547 (<HOLDING>) (emphasis in original) (citations omitted). As Options: A. holding that a person alleging a conspiracy to violate constitutional rights must do more than simply aver that a conspiracy existed B. holding that plaintiffs must provide more than conclusory allegations to satisfy rule 9bs requirement that circumstances of fraud be pleaded with particularity C. holding that relators failure to meet the particularity requirements of rule 9b did not bar his claim where the relator was a former employee of the defendants and lacked access to records and documents in the possession of the defendants that contained information necessary to plead with particularity D. holding that rule 9b requires more of plaintiffs complaint than simply giving defendants notice it imposes an additional obligation on plaintiffs the statement of the claim must also aver with particularity the circumstances constituting the fraud E. holding plaintiffs fraud claim failed rule 9b particularity requirement which in turn meant deceptive trade practices claim failed the particularity requirement

assistant: The best answer is D. holding that rule 9b requires more of plaintiffs complaint than simply giving defendants notice it imposes an additional obligation on plaintiffs the statement of the claim must also aver with particularity the circumstances constituting the fraud
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: Government engaged in sentencing manipulation. Had the Government arrested him on September 22, 2012 instead of November 2, 2012, he ■would have faced a different mandatory minimum based on drug quantity. “[Sentencing factor manipulation occurs when the government’s manipulation of a sting operation, even if insufficient to support a due process claim, requires that the manipulation be filtered out of the sentenc ing calculus.” United States v. Ciszkowski, 492 F.3d 1264, 1270 (11th Cir.2007). “[T]he government must engage in extraordinary misconduct” for a sting operation to constitute sentencing factor manipulation. Id. at 1271. The party raising the defense of sentence factor manipulation bears the “burden of establishing that the government’s conduct is sufficiently r 11th Cir.1998) (<HOLDING>). AFFIRMED. 1 . North Carolina v. Alford, 400 Options: A. holding that court of appeals erred by rendering judgment for full amount of attorneys fees sought after reversing 0 fee award because jury awarded less in damages than amount sought and therefore uncontroverted attorney testimony on amount of attorneys fees did not establish amount of reasonable and necessary fees as a matter of law B. holding that a large amount of drugs increases the likelihood of weapons C. holding intent may be inferred from large amount of marijuana D. holding in a ease of a reverse sting operation the use of a large amount of drugs did not amount to sentencing factor manipulation E. holding that when trial court orders restitution at sentencing pursuant to statute the defendant is entitled to notice of the amount claimed and the opportunity to dispute the amount

assistant: The best answer is D. holding in a ease of a reverse sting operation the use of a large amount of drugs did not amount to sentencing factor manipulation
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: I, Christopher Santi, do hereby release and discharge Healthier Choices Management Corp. and each of its parent companies, subsidiaries, each of the respective direct and indirect equity owners of any of the foregoing, each of the respective Affiliates of any of the foregoing, and each of the respective officers, directors, members, managers, partners, equity owners, employees, representatives and agents of any of the foregoing (collectively, the “ Employer Affiliates ”, and each an “ Employer Affiliate ”) from any and all claims, demands or liabilities whatsoever, whether known or unknown or suspected to exist by me, which I ever had or may now have against any Employer Affiliate, from the beginning of time to the Effective Date (as defined below), including, without limitation, any claims, demands or liabilities in connection with my employment, including wrongful termination, constructive discharge, breach of express or implied contract, unpaid wages, benefits, attorneys’ fees or pursuant to any federal, state, or local employment laws, regulations, or executive orders prohibiting inter alia , age, race, color, sex, national origin, religion, handicap, veteran status, and disability discrimination, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, and any similar state statute or any state statute relating to employee benefits or pensions but specifically excluding claims, demands or liabilities related to my ownership of equity in Holdings or for indemnification in connection with my service as a director or officer of the Company or any of its Affiliates. I fully understand that if any fact with respect to which this Release is executed is found hereafter to be other than or different from the facts believed by me to be true, I expressly accept and assume the risk of such possible difference in fact and agree that the release set forth herein shall be and remain effective notwithstanding such difference in fact. I acknowledge and agree that no consideration other than as provided for by the Amended and Restated Employment Agreement has been or will be paid or furnished by any Employer Affiliate.

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: Buyer acknowledges that all information provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby, is subject to the terms of that certain Mutual Nondisclosure Agreement between Recurrent Energy, LLC, and Landmark Dividend LLC, dated June 4, 2016 (the “ Confidentiality Agreement ”), the terms of which are incorporated herein by reference. In addition to the foregoing, each party agrees to maintain in confidence, and not to disclose to any third party without the other party’s prior consent, the terms and provisions of this Agreement; provided, however, that each party, its agents and representatives may disclose such information (i) to such party’s accountants, attorneys, lenders, partners, consultants and other advisors in connection with the transactions contemplated by this Agreement (collectively “ Representatives ”) to the extent that such Representatives reasonably need to know (in Seller’s or Buyer’s reasonable discretion) such information in order to assist, and perform services on behalf of, Seller or Buyer, but the disclosing party shall remain responsible for its Representatives’ compliance with the confidentiality provisions of this Agreement; (ii) to the extent required by any applicable statute, law, regulation, governmental authority or court order or as appropriate to meet disclosure obligations of such party under applicable securities laws or stock exchange rules; and (iii) in connection with any litigation that may arise between the parties in connection with the transactions contemplated by this Agreement.

assistant: Confidentiality