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: For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail,(or comparable mail service in Hong Kong or Australia, as the case may be)return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you do so , neither you nor the company can require the other to participate in an arbitration proceeding , however , both you and the company hereby expressly waive trial by jury .

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: The Restricted Shares shall be forfeited to the Company if the Awardee’s employment with the Company terminates for any reason prior to the third anniversary of the Award Date (the “ Lapse Date ”), or if the Awardee violates any provision of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gil, 204 F.3d 1347, 1350 (11th Cir.2000). Under Miranda v. Arizona, 384 U.S. 436, 86 S.Ct. 1602, 16 L.Ed.2d 694 (1966), a defendant’s incriminating statements made during a custodial interrogation may be used against him at trial as long as those statements were voluntary and the defendant was aware of his rights. “The standard for evaluating the voluntariness of a confession is whether a person ‘made an independent and informed choice of his own free will, possessing the capability to do so, his will not being overborne by the pressures and circumstances swirling around him.’ ” United States v. Castaneda-Castaneda, 729 F.2d 1360, 1362 (11th Cir.1984). Voluntariness is measured by the totality of the circumstances. Id.; see also Palmes v. Wainwright, 725 F.2d 1511, 1516 (11th Cir.1984) (<HOLDING>). A defendant’s lack of understanding regarding Options: A. holding that defendants waiver of counsel when pleading guilty was an implied waiver as to any subsequent proceedings including sentencing four days later B. holding that a defendants statements were voluntary after defendant initially refused to sign waiver but later initiated the contact with police and signed the waiver C. holding that voluntary statements to police initiated by witness are not interrogation and therefore are nontestimonial D. recognizing that courts will enforce waiver of appeal rights when waiver is knowing and voluntary E. holding that once the defendant raises the issue of intelligent and voluntary waiver with respect to prior guilty pleas the burden is on the state to establish a valid waiver

assistant: The best answer is B. holding that a defendants statements were voluntary after defendant initially refused to sign waiver but later initiated the contact with police and signed the waiver
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 and delivered in any number of counterparts, and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument; provided that no party shall be bound by this Agreement until each of the parties has executed a counterpart hereof. Execution of this Agreement via facsimile or other electronic means shall be effective, and signatures received via facsimile or other electronic means shall be binding upon the parties hereto and shall be effective as originals.

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: Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with the transaction reflected in this Eighth Amendment and that no Broker brought about this transaction. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims by any Broker claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.

assistant: Brokers
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: material to guilt or punishment, police would be encouraged to ■withhold such evidence from prosecutors until after trial.” 240 N.W.2d at 828 n. 5 (citations omitted). It is especially important to address and anticipate this potential for abuse when pursuing equality and fairness in criminal trials. “[T]he duties of a prosecutor to administer justice fairly, and particularly concerning requested or obviously exculpatory evidence, go beyond winning convictions.” Tucceri, 589 N.E.2d at 1220. The State has a unique role in the criminal justice process. Although it is indeed the prosecutor of all criminal charges, the State, should not just be in the business of obtaining guilty verdicts. See, e.g., Attorney Grievance Comm’n of Maryland v. Gansler, 377 Md. 656, 835 A.2d 548 (2003) (<HOLDING>); Walker v. State, 373 Md. 360, 818 A.2d 1078 Options: A. holding that bond protecting those persons who do work or furnish materials did not protect bank lending money to contractor for payment to those persons B. holding that the good faith requirement of the whistleblower statute was not met where the purpose of the employee at the time of the making of reports was not to protect the public but to protect the jobs of himself and his coworkers C. holding parents custodial rights are a fundamental interest guaranteed due process protection D. holding lay persons performing tasks relating to real estate transactions were engaged in the unauthorized practice of law and explaining it is the duty of the court to protect the public from the activity of those who because of lack of professional skills may cause injury whether they are members of the bar or persons never qualified for or admitted to the bar quotation marks and citation omitted E. holding that a prosecutor has an obligation to protect not only the public interest but the innocent and to safeguard the rights guaranteed to all persons including those who may be guilty

assistant: The best answer is E. holding that a prosecutor has an obligation to protect not only the public interest but the innocent and to safeguard the rights guaranteed to all persons including those who may be guilty
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 Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. The governing law, jurisdiction and any waiver of jury trial or arbitration provisions contained in the Lease shall control and apply to this Warrant and any dispute arising hereunder. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. The Holder acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against the other party.

assistant: Miscellaneous
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 written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate, either to the Participant or to the Executive Compensation Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Participant at his or her address set forth above or such other address as he or she may designate in writing to the Company, or to the Attention: Executive Compensation, BorgWarner Inc., at its headquarters office or such other address as the Company may designate in writing to the Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrowers shall use the proceeds of Revolving Loans solely for (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date of certain Debt, and (b) for working capital needs of Borrowers. No portion of the proceeds of the Loans will be (i) used for family, personal, agricultural or household use or (ii) used for the benefit of any Person that is not a Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Airborne Global and each Airborne Global Provider agrees to cooperate as reasonably requested at their respective expense with Amazon loss prevention and investigative personnel in the conduct of investigations and preparation of reports related to loss, damage, fraud, shrinkage, mis-delivery, theft and other matters of mutual concern.

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 legal provision and list the applicable contract clause categories. Provision: All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postage-paid, and registered or certified with return receipt requested or by delivering such notice in person, by overnight delivery service or by facsimile to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by facsimile shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 6.3.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to carry. The constitutional harm — and what the First Amendment prohibits — is being forced to speak rather than to remain silent. See Wooley, 430 U.S. at 714, 97 S.Ct. 1428 ("[T]he right of freedom of thought protected by the First Amendment against state action includes both the right to speak freely and the right to refrain from speaking at all."); Hurley v. Irish-American Gay, Lesbian and Bisexual Group of Boston, Inc., 515 U.S. 557, 573, 115 S.Ct. 2338, 132 L.Ed.2d 487 (1995) (“[0]ne important manifestation of the principle of free speech is that one who chooses to speak may also decide 'what not to say’ ”). This harm occurs regardless of whether the speech is ideological. See, e.g., United States v. United Foods, Inc., 533 U.S. 405, 411, 121 S.Ct. 2334, 150 L.Ed.2d 438 (2001) (<HOLDING>); Riley v. Nat’l Fed’n of the Blind, 487 U.S. Options: A. holding that it violated the first amendment to prohibit announcement of views on disputed legal and political issues by candidates for judicial election B. holding that regulations forcing mushroom producers to fund generic advertising violated the first amendment even though they did not compel the expression of political or ideological views C. holding that the sale of music buttons and bumper stickers bearing political religious and ideological messages was fully protected by the first amendment D. holding that the countys permit fee violated the first amendment E. holding that the plaintiffs first amendment retaliation claim regarding a waste disposal permit failfed for lack of evidence that whatever shortcomings and irregularities occurred were in retaliation for his personal political views

assistant: The best answer is B. holding that regulations forcing mushroom producers to fund generic advertising violated the first amendment even though they did not compel the expression of political or ideological views
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 enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this indemnity shall include , in particular , any loss , liability or claim arising out of or in connection with any user-generated content , including , without limitation , any photographs , videos or any other materials you upload .

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: On the Effective Date, the authorized capital stock of the Credit Parties consists of the number of shares of capital stock, at a par value per share (if applicable), with the number of which shares are issued and outstanding (if applicable), in each case as set forth on Schedule 8.13. All such outstanding capital stock has been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights, except as otherwise provided in the Partnership Agreement. As of the Effective Date, except as set forth on Schedule 8.13 hereto, no Credit Party has outstanding any capital stock or other securities convertible into or exchangeable for its capital stock or any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights.

assistant: Capitalization
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: Directly or, to its knowledge, indirectly, use the proceeds of any extension of credit hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity that, at the time of such funding, is a Sanctioned Person.

assistant: Sanctions
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: 148 (D.D.C.2010) (rejecting “the plaintiffs’ arguments that defendant’s failure to produce any documents until after litigation commenced is evidence of bad faith or an inadequate search”). The court notes that approximately ten months elapsed between when the plaintiff claims to have submitted his amended request to the CIA in March 2008, and when this court ordere rovided sufficient details and facts to support that its search was reasonable under the amended request. See generally Classified Dimaio Deck; see also Nation Magazine, 71 F.3d at 890 (requiring that an agency’s affidavit set forth sufficient information for the court to determine whether a search is reasonable (citing Oglesby, 920 F.2d at 68)); cf. Morley v. Cent. Intelligence Agency, 508 F.3d 1108, 1122 (D.C.Cir.2007) (<HOLDING>). Accordingly, the court concludes that the CIA Options: A. holding that the court must find that the agency entirely failed to consider an important aspect of the problem offered an explanation for its decision that runs counter to the evidence before the agency or the decision is so implausible that it could not be ascribed to a difference in view or the product of agency expertise B. holding that the sanction the agency imposed was not rationally arrived at on this record and was wholly disproportionate to the error petitioner committed where inter alia the agency did not explain why it had not taken the same position in similar circumstances in the past C. holding that an agency declaration was insufficient because it provided only a general explanation of how the agency responds to all foia requests and did not identify the terms searched or explain how the search was conducted quoting oglesby 920 f2d at 68 D. holding that when a plaintiff has no pending foia request with an agency and has not averred that he intends to make foia requests to the agency in the future any claim of future injury is simply too speculative and remote to give him standing E. holding that a draft of a proposed letter from an area director of a government agency to a municipal administrative agency was properly excluded because it did not represent an agency finding

assistant: The best answer is C. holding that an agency declaration was insufficient because it provided only a general explanation of how the agency responds to all foia requests and did not identify the terms searched or explain how the search was conducted quoting oglesby 920 f2d at 68
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 Borrower will comply, and will cause each of its Subsidiaries to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except (i) where the necessity of compliance therewith is contested in good faith by appropriate proceedings and (ii) where the failure so to comply would not have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: apply the public-interest exception where the issues presented on appeal involved only questions regarding the sufficiency of the evidence). Second, for the capable-of-repetition exception to be applicable, “there must be a substantial likelihood that the issue presented in the instant case, and any resolution thereof, would have some bearing on a similar issue presented in a subsequent case.” Alfred H.H., 233 Ill. 2d at 360. Respondent does not explain how a resolution of whether the State presented sufficient evidence at this hearing would have any bearing on any subsequent cases involving the involuntary admission or treatment of respondent. Accordingly, respondent has failed to demonstrate that the capable-of-repetition exception is applicable. See Alfred H.H., 233 Ill. 2d at 360 (<HOLDING>). Finally, the collateral-consequences Options: A. holding that facts were not disputed because nonmovant failed to contest them with specific sworn evidence as required under rule 56e B. holding that determination of whether right is clearly established must be undertaken in light of the specific context of the case C. holding that the defendant failed to carry his burden of proving the invalidity of the waivers of counsel for prior colorado convictions D. holding that the respondent failed to carry his burden of establishing the applicability of the capableofrepetition exception where the respondent disputed only whether the specific facts that were established during the hearing in this specific adjudication were sufficient E. recognizing that when the facts alleged in the administrative complaint are not disputed this leaves only conclusions of law to be drawn as to whether the admitted facts constitute a violation of the statutes as charged and penalties to be imposed

assistant: The best answer is D. holding that the respondent failed to carry his burden of establishing the applicability of the capableofrepetition exception where the respondent disputed only whether the specific facts that were established during the hearing in this specific adjudication were sufficient
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 THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: protection. Under Wilson and Chevron, we recognize that the Attorney General through the BOP, determines presentence credit, and not the courts. We review solely the constitutional consequences or effect of placing defendants prior to adjudication of guilt and sentencing and postsentence convicts serving their sentences in a halfway house under identical conditions and giving only the post-sentence convicts sentence credit. Because neither a suspect nor a quasi-suspect class is involved, we review this governmental decision for a rational basis. City of Cleburne v. Cleburne Living Center, 473 U.S. 432, 44-42, 105 S.Ct. 3249, 3254-55, 87 L.Ed.2d 313 (1985); see United States v. Woods, 888 F.2d 653, 656 (10th Cir.1989), cert. denied, 494 U.S. 1006, 110 S.Ct. 1301, 108 L.Ed.2d 478 (1990) (<HOLDING>). Under this review standard, Dawson prevails Options: A. holding that a rational basis analysis is applicable to equal protection claims of presentence defendants residing in a halfway house B. holding that because lawrence declined to address equal protection it did not disturb philips equal protection ruling under the rational basis standard of review C. holding that a presentence defendant is not similarly situated with a postsentence convict and denial of sentence credit does not violate equal protection D. holding that doctrine does not violate equal protection E. holding that there is a rational basis for the distinction

assistant: The best answer is A. holding that a rational basis analysis is applicable to equal protection claims of presentence defendants residing in a halfway 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 case excerpt and choose the best holding from the options. Case excerpt: principal was an experienced, self-employed businessman who had completed numerous large commercial real estate transactions, (1) admitted that the lender’s employees also had stated the proposal had to be presented to the loan committee, (2) knew the loan committee’s approval was a necessary prerequisite to restructuring, and (3) was in receipt of frequent correspondence from the lender’s attorneys threatening foreclosure and repeatedly posting property securing the loan for sale. Id. at 907, 909-10. In the present case, Schleider had been in the restaurant business since 1974, during which time he had arranged many loans. He testified there had been “renewals and everything had been via telephone. We’d go in and sign what we talked about on the te d 723, 730, 732-33 (N.D.Tex.1999) (<HOLDING>). We conclude there is no evidence to support Options: A. holding no justifiable reliance as a matter of law B. holding that whether the plaintiffs reliance on a negligent misrepresentation is justified generally raises a question of fact C. holding as a matter of law no justifiable reliance on statements like the deal is real and we will fund next week also observing statement loan was a done deal not sufficient to support claim for negligent misrepresentation D. holding standard under section 523a2a is justifiable reliance E. holding negligent misrepresentation sufficient

assistant: The best answer is C. holding as a matter of law no justifiable reliance on statements like the deal is real and we will fund next week also observing statement loan was a done deal not sufficient to support claim for negligent misrepresentation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, whenever the Corporation or any Shareholder elects to purchase Stock pursuant to this Agreement, the Corporation or the Selling Shareholder, whichever is applicable, shall be given written notice of the election to accept an offer, specifying therein the date and place for the closing of the sale, which closing shall occur no later than thirty (30) days following such election. A copy of all such notices given by Shareholders shall be provided to the Corporation simultaneously with the giving of such notices. If either the Corporation and/or one or more Shareholders have elected to purchase Stock, all closings shall take place simultaneously and the closing date for the sale shall be the later of the dates chosen by the Corporation and such accepting Shareholder(s). In the event that the purchase of the Stock is not consummated through no fault of the selling party on or before the closing date determined in accordance with the provisions hereof, the right of any party failing to purchase such Stock hereunder on such occasion shall expire.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All assessed deficiencies resulting from IRS examinations of the federal income tax returns of the Borrower or any of its Subsidiaries have been discharged or reserved against in accordance with GAAP. Each Loan Party has filed or caused to be filed all federal and material state and local tax returns which are required to be filed and has paid or has caused to be paid all taxes as shown on said returns or on any assessment received by them, to the extent that such taxes have become due, except taxes which are being contested in good faith and which are reserved against in accordance with GAAP.

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: If any Lender (a “ Benefitted Lender ”) shall, at any time after the Loans and all other amounts payable hereunder shall have become due and payable (whether at the stated maturity, by acceleration or otherwise), receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set off, pursuant to events or proceedings of the nature referred to in Section 8(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash in Dollars from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; and provided , further , that no payments in respect of Obligations owing by any Foreign Subsidiary Borrower shall be utilized to satisfy any Obligations owing by the Company or any Domestic Subsidiary Borrower.

assistant: Adjustments
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: Forfeiture of PSUs shall occur under the circumstances set forth below. Upon any such forfeiture, under no circumstance will Company be obligated to make any payment to Employee, and no Shares shall be issued, as a result of such forfeited PSUs. Shares previously issued under this Agreement may also be forfeited and transferred to Company as provided in the Company's Compensation Recoupment Policy (as further described in Paragraph 7(b)).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it, even if the evidence is weak, impeached, contradicted, or unbelievable. Trevino v. State, 100 S.W.3d 232, 238 (Tex.Crim.App.2003). However, the evidence should not be so weak, contested, or incredible that it could not support such a finding by a rational jury. McKinney, 179 S.W.3d at 569. The mere fact that someone acts in response to provocation of another is insufficient to warrant a charge on sudden passion. Trevino, 100 S.W.3d at 241. Instead, the person’s mental state must render him incapable of rational thought and collected action. Kennedy v. State, 193 S.W.3d 645, 653-54 (Tex.App.-Fort Worth 2006, pet. ref'd). The defendant must show some evidence that he was under the immediate influence of sudden passion. Trevino, 100 S.W.3d at 241; see McKinney, 179 S.W.3d at 570 (<HOLDING>). D. Admission of Evidence We review a trial Options: A. holding that failure to record an assignment does not give rise to a cause of action B. holding that the victim pushing and yelling at the defendant just before the shooting was not an adequate cause to give rise to an immediate influence of sudden passion because the fight began earlier in the day C. holding that the first amendment does not by itself give rise to a cause of action for damages D. holding that passing the time of day with a customer in new york does not give rise to personal jurisdiction E. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon

assistant: The best answer is B. holding that the victim pushing and yelling at the defendant just before the shooting was not an adequate cause to give rise to an immediate influence of sudden passion because the fight began earlier in the day
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: Heska will pay Executive an annual salary of $300,000.00 as compensation for Executive’s services (the “ Base Salary ”). The Base Salary will be paid periodically in accordance with Heska’s normal payroll practices and will be subject to the usual, required withholdings and deductions. Executive’s salary will be subject to review, and adjustments will be made at the sole discretion of the Compensation Committee of the Board (the “ Committee ”) and based upon Heska’s standard practices.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Executive shall serve in the position of Senior Vice President of the Company and shall report to and be subject to the general direction and control of the Chief Executive Officer of the Company (the “ CEO ”) or the CEO’s designee. In such capacity he shall be responsible for the supervision of the day to day operations of the Company and the implementation of its business plans and strategies, in each case, subject to the CEO and in accordance with and subject to budgets approved from time to time by such CEO. The Executive shall perform such duties consistent with the Executive’s position, as well as other duties from time to time assigned to the Executive by the CEO. The Executive further agrees to perform, without additional compensation, such other services for the Employer and for any of its affiliates as the Board shall from time to time specify, if such services are of the nature commonly associated with or similar to that of the Executive’s position with a company engaged in activities similar to the activities engaged in by the Employer at the time of execution of this Agreement. For purposes of the Non-Disclosure Agreement and Sections 5 through 27, the term “Employer” shall be deemed to include and refer to any and all affiliates of the Employer. The Executive acknowledges and agrees that the Non-Disclosure Agreement executed simultaneously with the Original Employment Agreement is hereby incorporated by reference herein and made a part hereof and that the Non-Disclosure Agreement constitutes a material part of this Agreement.

assistant: Duties
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: performed the autopsy on Jeff's body agreed with Detective Reynolds' conclusions, testifying that the presence of the ligatures and the fact that almost all of the stab wounds were on the front of the body indicated that Jeff Wright was restrained and was face-to-face with his killer. However, appellant points out that the medical examiner also testified that Jeff Wright’s body had wounds on the hands that were consistent with defensive wounds, and he could not have gotten defensive wounds if his hands were tightly tied to the bed. Appellant also cites Detective Reynolds' admission that he did not see any bruises on Jeff Wright's wrists or ankles consistent with him struggling with the ligatures as depicted in the demonstration. However, ex.App.-Corpus Christi 1982, writ ref'd n.r.e.) (<HOLDING>); United States v. Gaskell, 985 F.2d 1056, 1060 Options: A. holding admission of filmed experiment of test vehicle to show design defect was error when plaintiff failed to show test vehicle had same characteristics as plaintiffs car B. holding that the ordinary observer test should be the sole test for determining whether a design patent has been infringed C. holding that even if plaintiff could demonstrate that failed drug test proffered by defendant as ground for dismissal was in error that showing would not demonstrate that reliance on test was pretext for discrimination D. holding that the hospital failed to show how it was harmed by failure to verify the rule to show cause E. holding that complaint alleging design defect likely to cause damage failed to state a claim

assistant: The best answer is A. holding admission of filmed experiment of test vehicle to show design defect was error when plaintiff failed to show test vehicle had same characteristics as plaintiffs car
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as may be expressly permitted under the Loan Agreement, Mortgagor covenants and agrees not to sell, transfer, convey, alienate, assign or voluntarily or involuntarily permit or suffer the Mortgaged Property, or any part thereof, to be sold, transferred, assigned, alienated, or conveyed without the prior written consent of Mortgagee, which consent may be given or withheld by the Mortgagee in its sole and absolute subjective discretion, and further the Mortgagor covenants and agrees, except as expressly permitted in the Loan Agreement, not to change or alter the composition, form of business association or ownership of the Mortgagor without in each instance obtaining prior written consent of the Mortgagee, which consent may be given or withheld by the Mortgagee in its sole and absolute subjective discretion; provided, however , that such written consent by Mortgagee to one sale or transfer of the Mortgaged Property or to one change in the composition, form of business association or ownership of the Mortgagor shall not imply consent by Mortgagee to any other or subsequent sale, transfer, conveyance, alienation, or assignment of the Mortgaged Property or to any other or subsequent change in the composition, form of business association or ownership of the Mortgagor, and the provisions hereof shall apply to each and every sale, transfer, conveyance, alienation or assignment or change in the composition, form of business association or ownership of the Mortgagor thereof regardless of whether or not the Mortgagee has consented to or waived its rights hereunder whether by action or nonaction in connection with any previous sale, transfer, conveyance, alienation or assignment or change in the composition, form of business association or ownership of the Mortgagor, whether one or more.

assistant: Sales
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: causes of action." Pacificare Inc. v. Martin, 34 F.3d 834, 836 (9th Cir.1994). Because a claim for unjust enrichment does not invoke one of the "specific remedies" that ERISA provides, it is not cognizable under federal common law. Id. ("Since Pacificare’s federal common law cause of action for reimbursement, based on [unjust enrichment under] Provident Life [and Accident Ins. Co. v. Waller, 906 F.2d 985 (4th Cir.), cert. denied, 498 U.S. 982, 111 S.Ct. 512, 112 L.Ed.2d 524 (1990),] does not invoke one of the specific remedies listed in section 1132, Pacificare has failed to state a cause of action permissible under ERISA"); Board of Trustees for the Laborers Health and Welfare Trust Fund for Northern California v. Hill, No. C 07-05849 CW, 2008 WL 239184, *6 (N.D.Cal. Jan. 28, 2008) (<HOLDING>). Plaintiffs, moreover, fail to identify the Options: A. holding that erisa does not permit a plaintiff to assert an independent federal common law cause of action such as unjust enrichment to enforce the terms of an erisa plan thus to the extent plaintiffs third cause of action for unjust enrichment is brought pursuant to a federal common law right it must be dismissed B. holding that there is no cause of action in california for unjust enrichment C. holding that unjust enrichment is brought about by unlawful or improper conduct as defined by law D. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans E. holding that cause of action for unjust enrichment accrues upon payment of sum giving rise to duty of restitution

assistant: The best answer is A. holding that erisa does not permit a plaintiff to assert an independent federal common law cause of action such as unjust enrichment to enforce the terms of an erisa plan thus to the extent plaintiffs third cause of action for unjust enrichment is brought pursuant to a federal common law right it must be dismissed
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 be paid or given for anything bought or taken in barter or for service rendered: CHARGE, PRICE”); Black’s Law Dictionary 312 (5th ed. 1979) (defining “cost” as “Expense; price. The sum or equivalent expended, paid or charged for something.”); Funk & Wagnalls New Standard Dictionary of the English Language 591 (1934) (defining “cost” as “[t]hat which has to be given for a thing in order to procure it; especially, the price paid; outlay of any kind; expense”). In these circumstances, a credible argument can be made that, as between two plausible meanings, a reader should give the word “cost” its ordinary meaning as opposed to the more specialized meaning preferred by accountants or economists. See Perrin v. United States, 444 U.S. 37, 42, 100 S.Ct. 311, 314, 62 L.Ed.2d 199 (1979) (<HOLDING>); United States v. Holmquist, 36 F.3d 154, 159 Options: A. holding that unless otherwise defined words will be interpreted as taking their ordinary contemporary common meaning at the time congress enacted a statute and reviewing dictionaries from the era of the statutes enactment to assist in determining its meaning citation omitted B. holding that an undefined statutory term should be given its natural ordinary meaning C. holding that courts give the words of a statute their ordinary contemporary common meaning absent an indication congress intended them to bear some different import D. recognizing that undefined words in a statute ordinarily should be interpreted as taking their ordinary contemporary common meaning E. holding that statutory words must be given their ordinary contemporary meaning

assistant: The best answer is D. recognizing that undefined words in a statute ordinarily should be interpreted as taking their ordinary contemporary common meaning
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party's obligations under this Section 5.8 shall survive any assignment by Lender of rights or obligations hereunder, termination of the Commitments, and any repayment, satisfaction, discharge or Full Payment of any Obligations.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: oculus will have no responsibility or liability for inaccurate information or information that later becomes outdated , and oculus will have no obligation to make efforts to determine the correct contact or delivery information .

assistant: None