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: All indemnities set forth herein including, without limitation, in Sections 3.01 , 3.02 , 5.01 , 5.02 , 12.07 and 13.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the 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 case excerpt and choose the best holding from the options. Case excerpt: de novo the sufficiency of the evidence underlying a conviction. United States v. Schales, 546 F.Sd 965, 974 (9th Cir.2008). We must affirm the conviction “unless, viewing the evidence in the light most favorable to sustaining the verdict, no rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt.” United States v. Budziak, 697 F.3d 1105, 1108 (9th Cir.2012). We hold that the evidence at trial was sufficient to prove that Hardrick knowingly received the two child pornography videos even though there was no direct evidence that he had downloaded or watched the files. The circumstantial evidence of Hardrick’s knowledge was sufficient to support the jury’s verdict. See United States v. Cordova Barajas, 360 F.3d 1037, 1041 (9th Cir.2004) (<HOLDING>). First, the government produced evidence that Options: A. holding that circumstantial evidence alone is sufficient to support a cocaine conspiracy conviction B. holding that conviction can be supported solely by circumstantial evidence C. recognizing that circumstantial evidence alone can be sufficient to demonstrate a defendants guilt D. holding that circumstantial evidence alone may establish discriminatory intent E. holding more generally that a verdict may be sustained based on circumstantial evidence alone if that cireumstantial evidence supports a reasonable inference of guilt

assistant: The best answer is C. recognizing that circumstantial evidence alone can be sufficient to demonstrate a defendants guilt
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 395 U.S. 210 89 S.Ct. 1767 23 L.Ed.2d 213 BROTHERHOOD OF RAILROAD TRAINMENT et al.v.John P. O'CONNELL, etc., et al. No. 158. Elmer L. DIRKS, Individually and as General Chairman of the Brotherhood of Railroad Trainmen, et al., v. W. L. BIRKHOLZ et al. No. 172. Supreme Court of the United States May 26, 1969 Arnold B. Elkind, New York City, for petitioners in No. 158. David L. Uelmen, Milwaukee, Wis., for petitioners in No. 172. Lee Leibik, Chicago, Ill., for respondents. On Writs of Certiorari to the United States Court of Appeals for the Second and Seventh Circuits. PER CURIAM. 1 The judgments are vacated and the cases are remanded to the respective district courts with instructions to dismiss the cases as moot.

assistant: 9
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: no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by fitbit or its licensors , except for the licenses and rights expressly granted in these terms .

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 case excerpt and choose the best holding from the options. Case excerpt: (3d Cir.1970); Egan v. United States, 137 F.2d 369 (8th Cir.1943). While the federal courts of appeals have not reached a consensus about how the theory of respondeat superior applies specifically in RICO cases brought under § 1962(c), the Third, Sixth, and Eleventh Circuits have all found that where, as here, the defendant corporation is not the Enterprise itself, the corporation is liable for the acts of its officers. Cox v. Administrator United States Steel & Carnegie, 17 F.3d 1386, 1405 (11th Cir.1994) (citing Petro-Tech, Inc. v. Western Co., 824 F.2d 1349, 1361-62 (3rd Cir.1987)) (finding that “theories of respondeat superior ... are not out of place” where the defendants named are not the section 1962(c) enterprise); Davis v. Mutual Life Ins. Co., 6 F.3d 367, 379 (6th Cir.1998) (<HOLDING>). Similarly, the Ninth Circuit has held that Options: A. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation B. holding that the principal is liable for an agents acts committed within the scope of the agents employment C. holding that a corporation is held responsible for acts not within the agents corporate powers strictly construed but which the agent has assumed to perform for the corporation when employing the corporate powers actually authorized and in such eases there need be no written authority under seal or vote of the corporation in order to constitute the agency or to authorize the act D. holding that no prohibition prevents the imposition of liability vicariously on corporate persons on account of the acts of their agents particularly where the corporation benefitted by those acts E. holding president and vicepresident of real estate corporation accountable for discriminatory acts of their agents whether or not the officers directed or authorized the particular discriminatory acts that occurred

assistant: The best answer is D. holding that no prohibition prevents the imposition of liability vicariously on corporate persons on account of the acts of their agents particularly where the corporation benefitted by those acts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree to cooperate fully with the Company Group, both during and after your employment, with respect to the procurement, maintenance and enforcement of trademarks, copyrights and patents and any other intellectual property rights (in the United States and foreign countries) relating to Developments. You agree to sign all papers, including, without limitation, trademark applications, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to these Terms and Conditions, the Company has authorized the sale of up to 2,500,000 units ("Units") of the Company at $_____ per Unit, each consisting of 1 share of the Company's common stock, $0.00001 par value (the "Shares"), and a warrant in the form attached hereto as Exhibit A (the "Series A Warrant") and Exhibit B (the "Series B Warrant" and, together with the Series A Warrant, the "Warrants") exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.25 or $1.50 per share, respectively, exercisable over a period of twelve (12) months (the "Warrant Shares") and in accordance with the terms set forth in the Warrants (the "Shares" and "Warrants," collectively, a "Unit"). The Company reserves the right to increase or decrease this number. All references to currency in this Securities Purchase Agreement shall refer to the lawful currency of the United States of America.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except (i) as disclosed in forms, reports, schedules, certifications, prospectuses, and registration, proxy and other statements filed with the Securities and Exchange Commission (“ SEC ”) by the Company since December 31, 2014 and prior to the date of this Agreement, (ii) as publicly disclosed by the Debtors with respect to the Chapter 11 Cases, or (iii) as disclosed by the Debtors and certain of their Subsidiaries in connection with the DIP Term Facility Credit Agreement and provided to the Investors, the Company represents and warrants to the Investors as set forth below as of the date hereof. In addition to the representations and warranties made below, the Company makes the representations and warranties to the Investors as of the date hereof set forth in Sections 4.1(b) , (c) and (d) , 4.4(b) , 4.5 , 4.6 , 4.10 - 4.11 , 4.14 – 4.19 , 4.21 , 4.24 , and 4.29 – 4.36 in the DIP Term Facility Credit Agreement, which representations and warranties are incorporated herein verbatim as of the date hereof. Terms defined in such sections that are not defined herein or any other Transaction Agreement shall have the meanings set forth in the DIP Term Facility Credit Agreement or any other Loan Document (as defined in the DIP Term Facility Credit Agreement), as applicable .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you and oculus can not reach an agreement to resolve the claim within 30 days after such notice is received , then either party may , as appropriate in accordance with this section 18 , commence an arbitration proceeding or file a claim in court .

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 Company will, and will cause all of the Company Entities and their management to, use their best efforts to satisfy all of the closing conditions under Section 5.1, and will not take any action which could frustrate or delay the satisfaction of such conditions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by the Recipient by reason of a grant of Shares, and the Recipient agrees that he or she shall upon request of the Company pay to the Company an amount sufficient to satisfy its tax withholding obligations from time to time (including as Shares become vested) as the Company may request.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: time soon it will. Plaintiffs’ argument in favor of strict scrutiny, if any, must depend upon the classification of their right to direct the education of their children as a “fundamental right” within the meaning of the Equal Protection Clause. The Court accepts that there is a basic “right of parents to control the education of their own.” Troxel v. Granville, 530 U.S. 57, 65, 120 S.Ct. 2054, 147 L.Ed.2d 49 (2000) (citing Meyer v. Nebraska, 262 U.S. 390, 401, 43 S.Ct. 625, 67 L.Ed. 1042 (1923)). They cannot be forced to take certain actions in that respect, Yoder, 406 U.S. 205, 92 S.Ct. 1526, 32 L.Ed.2d 15 (finding that parents cannot be compelled to enroll their children in public school), nor can they be forbidden from taking others, Meyer, 262 U.S. 390, 43 S.Ct. 625, 67 L.Ed. 1042 (<HOLDING>). But this does not mean that parents have a Options: A. holding that extracurricular activities like a high school dance are within the charitable purpose of conducting a school for learning even where the organization charged admission B. holding that a school board policy prohibiting employees from sending their children to private schools interfered with employees constitutional right to control the education of their children C. holding that legislation cannot prohibit school children from learning languages other than english D. holding trade school operated by union trust was seminary of learning E. holding that a school may not prohibit expressive activity unless there are facts which might reasonably have led school authorities to forecast substantial disruption of or material interference with school activities

assistant: The best answer is C. holding that legislation cannot prohibit school children from learning languages other than english
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: primarily of “direct and indirect personal attacks” against Mr. Giaeumbo, which violated LMRDA § 401(g). See American Fed’n. Musicians, 700 F.Supp. at 735. Regardless of the letter’s content, Defendant argues that Mr. Potter’s motive of “setting the record straight”, by refuting the allegedly slanderous misinformation contained in the “New Teamsters” newsletter, shows that the letter did not promote a candidate in violation of the LMRDA. Defendant’s position is untenable, however, because cases interpreting LMRDA § 401(g) have universally held that motive is irrelevant in determining whether a violation has occurred. E.g., Telephone Workers, 703 F.Supp. at 207-08 (motive of “setting the record straight” did not excuse or prevent finding of violation), Local 719, 561 F.Supp. at 57 (<HOLDING>), Usery v. Stove, Furnace and Allied Appliance Options: A. holding that employers have standing to sue B. holding that an employee who by virtue of his employment was authorized to access his employers computers became without authorization when he became an agent for the defendant one of his employers competitors to whom he sent emails containing his employers trade secrets and other proprietary information C. recognizing the importance of the employers knowledge of the disability D. holding that uncompensated use of employers trailer as billboard for campaign posters without employers knowledge violated lmrda E. holding that employers knowledge of employees injury followed by the employers failure to provide the necessary medical services sufficient to impose liability upon the employer for medical services selected by the employee

assistant: The best answer is D. holding that uncompensated use of employers trailer as billboard for campaign posters without employers knowledge violated lmrda
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees that he will not make any disparaging statements about the Company, or any of its services, p roducts, officers, directors, employees, customers, or channel partners except to the extent that such statements are made truthfully in response to a duly-issued subpoena or other compulsory legal process. The Company Agrees that it will direct its offic ers, directors, and managers not to make any disparaging statements about the Executive, or any of his work product, except to the extent that such statements are made truthfully in response to a duly issued subpoena or other compulsory legal process. The covenants of non-disparagement set forth in this Agreement are material terms hereof, and for the breach thereof, any aggrieved party will be entitled to pursue damages and seek injunctive relief.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: By accepting this award, you agree, with respect to any claim brought in connection with your employment with the Firm in any forum (i) to waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant or member in a class action, collective action, or other representative or joint action.

assistant: Waiver Of Jury Trials
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 communications in respect of Preferred Stock shall be in writing and shall be deemed delivered (a) one (1) Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, (b) on the date of delivery if delivered personally, or (c) if by facsimile, upon written confirmation of receipt by facsimile. Notwithstanding the foregoing, if Preferred Stock is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the beneficial holders of Preferred Stock in any manner permitted by such facility.

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: If the transactions contemplated herein are not consummated, or following the occurrence of a Termination Date, if applicable, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, and the Parties expressly reserve any and all of their respective rights. The Parties acknowledge that this Agreement, the Plan, and all negotiations relating hereto are part of a proposed settlement of matters that could otherwise be the subject of litigation. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement, the Plan, any related documents, and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: opening brief could have been more precise, we believe he did adequately raise the certified issues there. He identified each of the certified issues as section headings and explicitly referenced precedents regarding the right to counsel at a preliminary hearing, as well as the district court’s ruling below noting that a denial of Faretta rights is subject to harmless error analysis. Appellant’s Opening Brief at 37-38. Therefore, it is appropriate to reach the merits of the certified issues. HALL, Senior Circuit Judge, concurring in part and dissenting in part: I believe that Ramirez waived the issues certified for appeal, and so I dissent. A habeas petitioner who fails to address the issues certified for appeal waives those issues. Koerner v. Grigas, 328 F.3d 1039, 1048 (9th Cir.2003) (<HOLDING>) (citations and quotation marks omitted). In Options: A. holding that in general we will not ordinarily consider matters on appeal that are not specifically and distinctly argued in appellants opening brief B. holding that issues which are not specifically and distinctly argued and raised a partys opening brief are waived C. holding issues that are not specifically raised and argued in a partys opening brief are waived D. holding that issues not argued specifically and distinctly in a partys opening brief are waived internal quotation marks and citations omitted E. holding that a court need not review arguments not specifically and distinctly raised in a partys opening brief

assistant: The best answer is A. holding that in general we will not ordinarily consider matters on appeal that are not specifically and distinctly argued in appellants opening brief
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 effective date of the Program is January 1, 2016. The Program will continue in effect until the termination or expiration of the Plan or, if earlier, termination of the Program by the Committee (as defined below).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of, such person for any offense connected with the administration or enforcement of the internal revenue laws, or (ii) any request is made under section 6103(h)(3)(B) for the disclosure of any return or return information (within the meaning of section 6103(b)) relating to such person.” 26 U.S.C. § 7602(d)(2)(A). Agent Weinger has attested that “[a]s of the date of this declaration, there is no ‘Justice Department referral,’ as that term is described in 26 U.S.C. § 7602(d), in effect with respect to the Khans for any of the periods in issue.” (R. 30, Weinger Decl. ¶ 13.) This representation satisfies this Court that Petitioners have not been referred to the Justice Department for criminal prosecution. See United States v. Ins. Consultants of Knox, Inc., 187 F.3d 755, 759 (7th Cir.1999) (<HOLDING>). Petitioners argue, however, that the Options: A. holding that an appellant bears the burden of demonstrating error on appeal B. holding that the government can usually satisfy its burden of demonstrating the propriety of an irs summons through an affidavit of one of its agents C. holding that the defendant bears the burden of demonstrating that the action should be transferred D. holding that the government must satisfy its burden of proving contract damages E. holding actual possession of or access to information by the irs is not an absolute bar to enforcement of a summons for that information

assistant: The best answer is B. holding that the government can usually satisfy its burden of demonstrating the propriety of an irs summons through an affidavit of one of its agents
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 shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Warrant and the consummation of the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 752 (1983) (Atomic Energy Act of 1954 (“AEA”)). The Supreme Court has held that, in cases like this one, “where the federal law is said to bar state action in fields of traditional state regulation,” absent a clear expression of congressional intent to the contrary, “Congress does not intend to supplant state law.” Travelers, 514 U.S. at 654-55, 115 S.Ct. 1671, 1676, 131 L.Ed.2d 695; De Buono, 520 U.S. at 814, 117 S.Ct. at 1752. See also Mortier, 501 U.S. at 605, 111 S.Ct. at 2482; Automated Medical, 471 U.S. at 715, 105 S.Ct. at 2376; Pacific Gas, 461 U.S. at 205, 103 S.Ct. at 1723. In those cases, the Supreme Court concluded that state regulations in areas traditionally regulated by States had not been pre-empted by federal law. See De Buono, 520 U.S. at 814-16, 117 S.Ct. at 1752 (<HOLDING>); Mortier, 501 U.S. at 605, 111 S.Ct. at 2482 Options: A. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans B. holding florida exemption statute for employee benefit plans was not preempted by erisa due to savings clause C. holding that a negligent misrepresentation claim brought by an independent third party health care provider was not preempted by erisa D. holding that state regulation that imposed a tax on gross receipts for patient services at hospitals residential health care facilities and diagnostic and treatment centers some of which were run by erisa plans was not preempted by erisa E. holding that selffunded employee benefit plans governed by erisa are not subject to direct state regulation

assistant: The best answer is D. holding that state regulation that imposed a tax on gross receipts for patient services at hospitals residential health care facilities and diagnostic and treatment centers some of which were run by erisa plans was not preempted by erisa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each capitalized term that is not defined herein but is defined in the Offering Memorandum shall have the meaning ascribed to such term in the Offering Memorandum. In the event of any inconsistencies between the terms of this Agreement and the Offering Memorandum, this Agreement shall govern. In the event of any inconsistences between the terms of this Agreement and/or the Offering Memorandum, on the one hand, and any of the Definitive Documents, on the other hand, the Definitive Documents shall govern.

assistant: Defined Terms
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 set forth in Schedule 5.23 , none of the officers or directors of the Company or any of its Subsidiaries and, to the Company’s Knowledge, none of the employees of the Company or any of its Subsidiaries, is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, other than for: (i) payment of salary or consulting fees or similar payments for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements, restricted stock awards or related agreements under any equity-based compensation plan of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any payments under this Section 6 shall be subject to such deductions as may be required by law. In addition, in the event Winnick violates any of the terms of Section 7 or 9-11 of this Agreement, as determined in good faith by Employer, any payments and benefits otherwise due under this Section 6 shall immediately cease and Winnick shall be required to repay to Employer any amounts already paid to his under this Section 6. Any payments under this agreement associated with termination of employment are conditional upon Winnick’s execution of an appropriate release of all future claims against Employer or its successors.

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: Subject to Section 8 below and further subject to any accelerated vesting that may be provided for pursuant to [ insert employment agreement reference, if applicable ], the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Annex A . The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. Any portion of the Award that is not considered eligible to vest following the end of the applicable Performance Period as a result of performance results for the Performance Period, all as determined in accordance with Annex A , shall terminate and be forfeited effective as of the end of the Performance Period.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Buyer and the Seller hereby agrees to take any and all additional actions and to execute, acknowledge and deliver any and all documents which any other party hereto may reasonably request in order to effect the intent and purposes of the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 621 A.2d at 1017. Enforcement of a family member exclusion clause impairs the interest that Pennsylvania has in providing protection and compensation to all persons (family or not) suffering injury as a result of negligent drivers. The Florida Supreme Court has stated that “[t]he reason for [a family member] exclusion is obvious: to protect the insurer from ove into in Florida, and covers vehicles with Florida plates and registration. Caputo v. Allstate Ins. Co., 344 Pa.Super. 1, 495 A.2d 959, 962 (1985) (applying New Jersey law when the insurance policy was issued in New Jersey to a New Jersey resident, despite the fact that the car accident occurred in Pennsylvania). Lastly, the location of the insurance company’s office is in Florida. Cont’l Cas. Co., 884 F.Supp. at 950-51 (<HOLDING>). Although Esurance does conduct business in Options: A. holding that the trial court did not abuse its discretion when it gave aggravating factors considerable weight B. holding that the jury is the judge of the weight and credibility given to witness testimony C. recognizing that a prosecutors office is an entity and that information in the possession of one attorney in the office must be attributed to the office as a whole D. recognizing that considerable weight has been given to the location of the insurance companys office and the place where the decision to withhold benefits was made E. recognizing that the weight to be afforded any given argument made pursuant to one of the section 3553a factors is a matter firmly committed to the discretion of the sentencing judge

assistant: The best answer is D. recognizing that considerable weight has been given to the location of the insurance companys office and the place where the decision to withhold benefits was made
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: pleadings as to the MUFTA claims, and again when it awarded damages to ADI after entry of default judgment, Angiodynamics, 991 F.Supp.2d at 304-06. This court previously found that ADI demonstrated a likelihood of success on its veil piercing and MUFTA claims. AngioDynamics, 711 F.3d at 251. It follows that ADI’s complaint, which alleged that Defendants’ exercised pervasive control over BI by fraudulently transferring assets, thus looting the company and rendering it judgment-proof, was sufficient to overcome Defendants’ Rule 12(b)(6) and 12(c) motions. We will not revisit legal rulings “explicitly or implicitly decided by an earlier appellate decision in the same case.” Remexcel Managerial Consultants, Inc. v. Arlequin, 583 F.3d 45, 53 (1st Cir.2009) (internal quotation marks omitted) (<HOLDING>). As for the tortious interference cause of Options: A. holding that where earlier appellate panel held that complaint adequately stated a cause of action law of the case doctrine precludes challenge to sufficiency of the pleadings after entry of default judgment B. holding that the allegations in the complaint stated a cause of action under section 376313 C. holding that entry of a default judgment was inappropriate where complaint merely recited statutory language and contained no facts D. recognizing the cause of action E. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact

assistant: The best answer is A. holding that where earlier appellate panel held that complaint adequately stated a cause of action law of the case doctrine precludes challenge to sufficiency of the pleadings after entry of default judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of not more than 15 years, and it similarly concluded as follows: If a sentence under this paragraph provides for imprisonment, the sentence shall include a special parole term of not less than three years in addition to such term of imprisonment. 21 U.S.C. § 960(b)(1). The language of §§ 841(b)(1)(A) and 960(b)(1) thus squarely contradicts Walberg’s contention, for each stated that the special parole term shall be a minimum of a certain number of “years in addition to [the] term of imprisonment.” Accord United States v. Mack, 509 F.2d 615, 616 (9th Cir.1974) (per curiam), cert. denied, 421 U.S. 916, 95 S.Ct. 1578, 43 L.Ed.2d 783 (1975); Llerena v. United States, 508 F.2d 78, 82 (5th Cir.1975). Cf. Bifulco v. United States, 447 U.S. 381, 388, 100 S.Ct. 2247, 2252, 65 L.Ed.2d 205 (1980) (<HOLDING>). The legislative history of the Act and the Options: A. holding conviction for cce murder 21 usc 848e1 is a separate offense from a cce 21 usc 848c B. holding that no special parole term was authorized for a conviction for conspiracy in violation of 21 usc 846 which mentioned only fine and imprisonment and not special parole and emphazing the in addition to language of 21 usc 841b1b C. holding that in order for a trial court to determine which of the three graduated penalty subsections of 21 usc 841b applies to defendants convicted of a 846 drug conspiracy the jury must be instructed to determine the threshold quantity of drugs attributable to each conspiracy defendant on trial D. holding that the elements of a drug conspiracy under 21 usc 846 do include an overt act requirement E. holding lopez was inapplicable to the language prior conviction for a felony drug offense in 21 usc 841b1a because felony drug offense was defined in 21 usc 80244 as an offense that is punishable by imprisonment for more than one year under any law of the united states or of a state

assistant: The best answer is B. holding that no special parole term was authorized for a conviction for conspiracy in violation of 21 usc 846 which mentioned only fine and imprisonment and not special parole and emphazing the in addition to language of 21 usc 841b1b
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the termination of Executive’s employment hereunder for any reason or for no reason, or if Company otherwise requests, Executive shall: (a) return to Company all tangible business information and copies thereof (regardless how such Confidential Information or copies are maintained), and (b) deliver to Company any property of Company which may be in Executive’s possession, including, but not limited to, Blackberry-type devices, smart phones, laptops, cell phones, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same.

assistant: Records
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: Farmers Union Cent. Exch., Inc., 831 F.2d 1339, 1352 (7th Cir.1987). In aid of that duty, and as discussed in detail below, the trustee has the sole right and responsibility to bring claims on behalf of the estate and on behalf of creditors as a class — so-called “general” claims. But the trustee’s right to bring claims on behalf of creditors is not infinite. Individual creditors retain the right to bring “personal” claims that do not implicate the trustee’s purpose. The distinction between “general” and “personal” claims ensures that the trustee will be able to fulfill the purpose of the bankruptcy laws without allowing the bankruptcy jurisdiction to swallow claims only tangentially related to the debtor. See Fisher, 155 F.3d at 880 (“The trustee, acting on b 6, 580-81 (N.D.Ill.1986) (<HOLDING>). To determine whether an action accrues Options: A. holding that the rico bar applies even where the plaintiff does not have standing to bring a securities fraud action B. holding that plaintiff had standing to bring a rico conspiracy claim despite his inability to bring a substantive rico claim C. holding that plaintiff lacked standing to assert rico claim for mail fraud based on misrepresentations made to third parties D. holding that a judgment creditor lacked standing under rico to bring a personal claim for bankruptcy fraud committed against the corporation itself in an attempt to hinder creditors generally E. holding that subcontractors lacked standing to bring rico claim against defendant whose fraud allegedly caused their prime contractor to lose bid

assistant: The best answer is D. holding that a judgment creditor lacked standing under rico to bring a personal claim for bankruptcy fraud committed against the corporation itself in an attempt to hinder creditors generally
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 357 U.S. 566 78 S.Ct. 1189 2 L.Ed.2d 1544 John AARON et al., Petitioners,v.William G. COOPER et al., Members of the Board of Directors of The Little Rock, Arkansas, Independent School District, and Virgil T. Blossom, Superintendent of Schools. No. 1095. Decided June 30, 1958. Thurgood Marshall, Wiley A. Branton, Constance Baker Motley and Jack Greenberg, for petitioners. PER CURIAM. 1 On June 21, 1958, the District Court for the Eastern District of Arkansas entered an order authorizing the members of the School Board of Little Rock, Arkansas, and the Superintendent of Schools, to suspend until January 1961 a plan of integration theretofore approved by that court in August 1956, Aaron v. Cooper, 143 F.Supp. 855, and affirmed by the Court of Appeals for the Eighth Circuit in April 1957. 243 F.2d 361. On June 23, 1958, the District Court denied an application for a stay of execution of its order. An appeal was docketed in the Court of Appeals for the Eighth Circuit on June 24, 1958, and there is pending in that court an application for a stay of the District Court's order. 2 By the present petition this Court is asked to bring the case here before the Court of Appeals has had an opportunity to act upon the petition for a stay or to hear the appeal. The power of the Court to do so has been exercised but rarely, and the issues and circumstances relevant to the present petition do not warrant its exercise now. The order that the District Court suspended has, in different postures, been before the Court of Appeals for the Eighth Circuit three times already. Aaron v. Cooper, 243 F.2d 361; Thomason v. Cooper, 254 F.2d 808 (April 28, 1958); Faubus v. United States, 254 F.2d 797 (April 28, 1958). That court is the regular court for reviewing orders of the District Court here concerned, and the appeal and the petition for a stay are matters properly to be adjudicated by it in the first instance. 3 We have no doubt that the Court of Appeals will recognize the vital importance of the time element in this litigation, and that it will act upon the application for a stay or the appeal in ample time to permit arrangements to be made for the next school year. 4 Accordingly, the petition for certiorari is denied. Petition denied. CS SUP CT 78-121

assistant: 2
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: should have recognized that, given that appellate counsel's law partner wrote the article, a potential conflict of interest existed and, upon recognizing as much, discharged their duty to inquire as to whether a conflict of interest existed. See United States v. Levy, 25 F.3d 146, 153 (2d Cir.1994) ("When a district court is sufficiently apprised of even the possibility of a conflict of interest, the court first has an 'inquiry' obligation. The court must investigate the facts and details of the attorney's interests to determine whether the attorney in fact suffers from an actual conflict, a potential conflict, or no genuine conflict at all."); id. ("When a possible conflict has been entirely ignored, reversal is automatic.”); Ciak v. United States, 59 F.3d 296, 302 (2d Cir.1995) (<HOLDING>). Even if he had raised that argument, it would Options: A. holding that aedpa is not applied retroactively to pending habeas petitions B. holding that automatic reversal rule applies in habeas petitions C. holding that in general aedpa applies only to habeas petitions filed after the statutes effective date of april 24 1996 and noting that aedpas special procedures for 28 usc 2254 petitions in capital cases apply also to petitions pending on april 24 1996 D. holding that second and third state habeas petitions that were dismissed as impermissible successive petitions were properly filed E. holding that district courts may properly treat rule 60b motions as successive habeas petitions

assistant: The best answer is B. holding that automatic reversal rule applies in habeas petitions
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, and the rights and obligations of the Parties, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without respect to its principles of conflicts of laws, except to the extent governed by federal laws, and shall be construed according to its fair meaning and not for or against any party. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Richmond, Virginia with respect to any dispute arising out of or relating to this Agreement of the Release, and each Party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement or the Release or the transactions contemplated hereby or disputes relating hereto. Each of the Parties (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it and the other Party have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 12(a).

assistant: Governing Laws