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: This Plan shall be effective upon its approval at the Company’s 2016 annual stockholders meeting. Once approved by the Company's stockholders, this Plan shall continue until the earlier of (i) a termination under Section 9 of this Plan, (ii) the date any stockholder approval requirement under Code Section 162(m) ceases to be met or (iii) the date that is five years after the annual stockholder meeting in 2016 (provided that, for the avoidance of doubt, payments may continue to be made under the Plan with respect to Performance Periods commencing before the date of Plan termination.

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: and persistent. These characteristics differentiate it from “peculiar” circumstances, such as environmental conditions or physical obstructions, which may, on occasion, be found to proximately cause a particular injury and relieve litigants of liability. In light of the supreme court’s recent decisions expressing reservations about the use of such instructions, we choose not to expand the doctrine of unavoidable accident as McCurdy suggests. See Reinhart, 906 S.W.2d at 473. With the exception of its “darkness” argument, McCurdy does not refer us to, nor have we been able to locate, any evidence in the record supporting the submission of the unavoidable accident instruction. Accordingly, we hold that the trial court erred in so instructing the jury. See Hill, 849 S.W.2d at 803 (<HOLDING>). Nevertheless, we conclude that the Options: A. holding that the trial court reversibly erred when it altered an essential element of the crime charged and broadened the language of the indictment by instructing the jury on the general definition of enterprise for rico conspiracy B. holding that trial court erred in instructing the jury on unavoidable accident when no evidence supported its submission C. holding that the trial court committed fundamental error in not instructing the jury on the knowledge element of the offense of resisting an officer without violence when that element was in dispute at trial D. holding that trial court erred by instructing jury regarding sudden emergency E. holding that the trial court committed reversible error in instructing the jury on a principals theory because there was no evidence that the appellant acted in concert with anyone in committing the charged offenses

assistant: The best answer is B. holding that trial court erred in instructing the jury on unavoidable accident when no evidence supported its submission
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 Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall not have any implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent.

assistant: Powers
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 Person that is a party to this Agreement hereby agrees that such Person will vote, or cause to be voted, all voting securities of the Company, Holdings or Opco as applicable, over which such Person has the power to vote or direct the voting, and will take all other necessary or desirable action within such Person’s control, including by approving and causing the amendment of the certificate of incorporation of Holdings, to give effect to the provisions and carry out the purpose of this Agreement and the Certificate of Designations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, as well as all registration statements filed by the Company with the SEC, are collectively referred to herein as the “ SEC Reports ”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Part II of Appendix D sets forth a list of all material insurance maintained by or on behalf of HoldCo or any of its Subsidiaries (the “ Insurance Policies ”). All Insurance Policies are now in full force and effect. All premiums with respect to the Insurance Policies covering all periods to and including the date hereof have been paid and, with respect to premiums due and payable prior to Closing, will be so paid. None of these Insurance Policies have lapsed and, to the Knowledge of Seller, there are no circumstances that have rendered such insurance unenforceable, void or voidable. None of Seller, any Subsidiary Transferor, HoldCo or any of its Subsidiaries has received any written notice in the past 12 months from the insurer under any Insurance Policies disclaiming coverage, reserving rights with respect to a particular claim or such Insurance Policy in general or canceling or materially amending any such Insurance Policy. Each of HoldCo and each of its Subsidiaries’ assets and properties are insured in amounts no less than as required by applicable Law, applicable Permits or any Material Contract to which HoldCo or such Subsidiary is a party or by which its assets or properties are bound.

assistant: Insurances
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: you are not allowed to transfer virtual items outside of the service ( i.e. , in the `` real world '' ) , for example by selling , gifting , or trading them .

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 is not providing Grantee with advice, warranties, or representations regarding any of the legal, tax, or business effects to Grantee with respect to the Plan or this Award Agreement. Grantee is encouraged to seek legal, tax, and business advice from Grantee’s own legal, tax, and business advisers as soon as possible. By accepting this Award and the Shares covered thereby, and by signing this Award Agreement, Grantee acknowledges that Grantee is familiar with the terms of the Award Agreement and the Plan, that Grantee has been encouraged by the Company to discuss the Award and the Plan with Grantee’s own legal, tax, and business advisers, and that Grantee agrees to be bound by the terms of the Plan and the Award Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the Parties with respect to the subject matter hereof, and fully supersedes any and all prior negotiations, discussions, agreements, understanding or representations pertaining to or concerning the subject matter of this Agreement. The Parties further acknowledge and agree that each executed this Agreement based upon the express terms and provisions set forth herein; that, in entering into this Agreement, Executive is not relying on, has not relied on, and specifically disclaims any reliance upon any representations, promises, statements, communications, or inducements, oral or written, by the Company or its agents, which are not set forth in this Agreement; that no previous agreements or statements, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written are expressly superseded and revoked by this Agreement; except that Executive agrees that he or she continues to be bound by and will comply with all non-disclosure, non-competition, and non-solicitation agreements previously made by Executive. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by Executive and an authorized representative of the Company. Executive represents that Executive relied solely and only on Executive’s own judgment in making the decision to enter into this Agreement.

assistant: Modifications
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 Contractor represents and warrants that he has rightful ownership of all right, title and interest in the Work Product that are herein transferred to the Company and that the Work Product does not infringe the intellectual property rights, contractual rights, or any other right of any third party.

assistant: Titles
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 that any court action is permitted consistent with or to enforce Section 6 of this Plan, the parties hereby consent to the jurisdiction of the Superior Court of The Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Covered Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than as set forth herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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: For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) otherwise delivered against receipt therefore, or (iii) sent by overnight courier, signature required. In addition, transmission by facsimile, email or other form of electronic transmission, each against receipt therefore, shall be deemed to constitute due and sufficient delivery. All notices to the Employer shall be directed to the attention of the Employer at 1365 Palisade Avenue, Fort Lee, New Jersey 07024, Attention: Compensation Committee Chairman, with a copy to the Secretary(ies) of the Bancorp and the Bank and to the Chairman of the Board of the Bank. All notices to the Executive shall be directed to Executive’s personal residence address noted in the Employer’s human resources records. All notices and communications shall be deemed to have been received on the date of delivery thereof.

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: Court of Appeals that “[t]he parties’ subjective belief as to whether an employment relationship exists is not dispositive of the legal question of whether one is the employer of another, except as such belief indicates an assumption of control by the one and submission by the other.” Here, to paraphrase Whitehead, “the inescapable conclusion is that [Love] voluntarily submitted to [USA Waste’s] control.” We therefore hold that under the workers’ compensation laws of both Maryland and the District of Columbia, USA Waste was Love’s employer and hence was immune from liability to him in tort for his work-related injury. The judgment on appeal must be reversed. So Ordered. 1 . See Union Light & Power Co. v. District of Columbia Dep't of Employment Servs., 796 A.2d 665, 669 (D.C.2002) (<HOLDING>) (quoting Thompson v. Grumman Aerospace Corp., Options: A. recognizing the issue may be decided as a question of law if the facts are undisputed and support only one inference B. holding that workers compensation is the exclusive remedy as a matter of substantive law and hence whenever it appears from the plaintiffs pleadings bill of particulars or the facts that the plaintiff was an employee of the defendant the obligation of alleging and proving noncoverage or applicability of workers compensation benefits falls on the plaintiff the court continued stating that waiver may be accomplished by ignoring the issue to the point of final disposition C. holding that temporary employee status for workers compensation purposes is determinable as a matter of law where the particular undisputed critical facts compel that conclusion and present no triable issue of fact D. holding no triable issue of fact existed where employee had not asked for accommodation E. holding that the right to recover a particular measure of damages in a workers compensation case is fixed as of the date of injury

assistant: The best answer is C. holding that temporary employee status for workers compensation purposes is determinable as a matter of law where the particular undisputed critical facts compel that conclusion and present no triable issue of fact
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the doctrines of absolute judicial immunity and qualified public official immunity. See Parker v. State, 337 Md. 271, 284-85, 653 A.2d 436, 442 (1995) (noting that this Court has “distinguished between the qualified and narrower immunity for discretionary acts generally accorded to public officials, and absolute judicial immunity, which, unlike qualified immunity, applies regardless of the nature of the tort and even where the suit against the judge alleges that he acted in bad faith, maliciously or corruptly” (citations omitted)). While the parties, the trial court, and the intermediate appellate court in this case have focused on the concept of qualified judicial immunity, no such doctrine has been adopted by the Maryland Court of Appeals. See Parker, 337 Md. at 283, 653 A.2d at 442 (<HOLDING>). The doctrines of absolute judicial immunity Options: A. recognizing judicial immunity for acts committed within their judicial jurisdiction B. holding that the common law principle of absolute judicial immunity for judicial acts has neither been abrogated nor been modified in maryland emphasis added C. recognizing same judicial estoppel principle under kansas law D. holding that the statutes abrogated the common law E. holding that judges have immunity from suit for judicial acts

assistant: The best answer is B. holding that the common law principle of absolute judicial immunity for judicial acts has neither been abrogated nor been modified in maryland emphasis added
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: and no argument that its increasing the fee contravened state law. Although the plaintiff couched its appellate arguments in terms of whether the unilateral amendment of the alleged contract was “lawfully authorized,” the only question was whether the State would breach the alleged contract that the license represented by its increasing the fee, not whether the State would act contrary to statute in doing so. See id. at 77-78, 308 S.W.2d at 840. The Dodgen court held that the State was not so bound; in so holding, the court distinguished the case from those in which a plaintiff seeks to determine whether State officials are acting outside their statutory or constitutional authority. See id. at 78-79, 308 S.W.2d at 840 (distinguishing Cobb, 144 Tex. at 365-66, 190 S.W.2d at 712 (<HOLDING>)). In the case before us, the protesting Options: A. holding that a damages suit against a state officer in his official capacity was barred because it was functionally a suit against the state B. holding the rule against taxpayer standing applies both to federal taxpayers and state taxpayers challenging state tax or spending decisions simply by virtue of their status as state taxpayers C. holding that taxpayers failure to follow state requirement that he report change in federal income tax did not except state tax liability from discharge D. holding a suit against an agency of the state is a suit against the state E. holding that suit by taxpayers alleging that they fell outside statutorily defined class subject to occupation tax so that states attempt to collect such tax from them was illegal was not suit against state

assistant: The best answer is E. holding that suit by taxpayers alleging that they fell outside statutorily defined class subject to occupation tax so that states attempt to collect such tax from them was illegal was not suit against state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by .pdf or other electronically transmitted signatures and such signatures shall be deemed to bind each Party as if they were the original signatures.

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: Except as set forth on Schedule 2.17, and except as disclosed in the Company Disclosure Package, there are no pending actions, suits or proceedings (including any inquiries or investigations by any Governmental Authority or Educational Agency) against or affecting the Company or any of the Subsidiaries and, to the Knowledge of the Company, no such actions, suits or proceedings (including any inquiries or investigations by any Governmental Authority or Educational Agency) are threatened that, if determined adversely to the Company or any of the Subsidiaries would individually or in the aggregate have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not indispensably necessary for the disposition of the case”). However, because this Court’s resolution of the statute’s constitutionality is indispensably necessary for the disposition of this case, we proceed with our analysis of the LHMA’s constitutionality. Rhode Island’s Equal Protection Clause, article 1, section 2, of the Rhode Island Constitution, forms the basis of plaintiffs’ primary claim. Like the corresponding federal guarantee in the Fourteenth Amendment to the United States Constitution, the Equal Protection Clause of the Rhode Island Constitution provides, in relevant part, that no person shall be “denied equal protection of the laws.” R.I. Const, art. 1, sec. 2; see also Rhode Island Insurers’ Insolvency Fund v. Leviton Manufacturing Co., 716 A.2d 730, 734 (R.I.1998) (<HOLDING>). Nevertheless, this protection “does not Options: A. holding that state and federal equal protection guarantees provide similar protections B. holding that the state law violated equal protection principles C. holding that a similar hawaii statute violates equal protection D. holding transfer rule did not violate federal equal protection E. holding that doctrine does not violate equal protection

assistant: The best answer is A. holding that state and federal equal protection guarantees provide similar protections
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 amends and restates the Existing Guarantee and Collateral Agreement. All terms, conditions, agreements, covenants and representations and warranties contained in the Existing Guarantee and Collateral Agreement remain in full force and effect, except as expressly amended herein. Nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Grantors for the Guarantor Obligations incurred before the date hereof and the security interests, Liens and other interests in the Collateral granted, pledged and or assigned by the Grantors to the Administrative Agent pursuant to the Existing Guarantee and Collateral Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Employment Agreement and the Confidential Information Agreement, contains the entire agreement between Employee and the Company relating to the subject matter hereof, and all prior agreements, negotiations and representations in regard to the subject matter are replaced by this Agreement. This Agreement may only be changed by a written amendment signed by Employee and an authorized representative of Limelight Networks.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which when so executed shall be deemed to be an original, but all such counterparts shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile transmission shall be equally effective as delivery of a manually executed counterpart of this Amendment.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you stay past the agreed upon checkout time without the host 's consent ( `` overstay '' ) , you no longer have a license to stay in the accommodation and the host is entitled to make you leave in a manner consistent with applicable law .

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: the right to legal counsel, (iv) the. right to confront witnesses, (v) the right to present witnesses, (vi) the right to have a transcript or record of the proceeding, and (vii) the right to appeal to an appropriate court. Likewise, the Florida Rules of Juvenile Procedure contain two separate, but substantially identical, rules concerning the prosecution of indirect criminal contempt. Both rule 8.15 82 (Fla. 3d DCA 1997) (finding that defendant must be afforded notice of the charge, the specifics as to what conduct constituted the alleged contempt, and a hearing); Pryor v. Wille, 644 So.2d 346 (Fla. 4th DCA 1994) (quashing an order for indirect criminal contempt when the trial court failed to comply with the procedural rule); Benarroch v. Crawford, 516 So.2d 28, 29 (Fla. 3d DCA 1987) (<HOLDING>). Juveniles are entitled to the due process Options: A. holding that the defendant was denied due process because the procedural rule was not followed in any respect by the trial court B. holding that the trial courts order violated due process because it was unclear whether or not the defendant was required to appear on the date in question C. holding that the plaintiff has not raised a colorable claim that he was denied procedural due process because he did not allege that the available state remedies are constitutionally inadequate D. holding that the petitioners due process claim that he was denied a full and fair hearing because the immigration judge was biased was the kind of procedural error that required exhaustion E. holding that the decision of the appellate court establishes the law of the case and it must be followed by the trial court on remand

assistant: The best answer is A. holding that the defendant was denied due process because the procedural rule was not followed in any respect by the trial court
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 Board shall select from the group of Eligible Employees those individuals who may participate in the Plan. Any Eligible Employee selected for participation shall become a Participant upon written notification by the Board (or as delegated) to the Eligible Employee of his or her participation. Such notification will indicate whether such Participant is a Tier 1 Participant or Tier 2 Participant. Only those Eligible Employees who have been designated as Participants in the Plan prior to the occurrence of a Change in Control shall be eligible to receive benefits under this Plan.

assistant: Participations
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 letter agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. Any action, suit or other legal proceeding arising under or relating to any provision of this letter agreement must be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within the Commonwealth of Massachusetts, and the Company and you each consents to the jurisdiction of such a court. IF AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS LETTER AGREEMENT OR THE RELEASE IT CONTEMPLATES.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant must arrange for all tax withholding obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shares otherwise to be received in connection with the vesting of an Award), or (iii) other forms of payment as determined by the Committee. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state, or local tax withholding requirements upon the lapse of restrictions applicable to an Award cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such lapse of restrictions.

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: The Employers hereby employ the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Commencement Date and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless the Employers or the Executive notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).

assistant: 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: Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the filing with the SEC of a Form D and any other filings as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Initial Closing Date, and the Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.

assistant: Consents
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: preventing employee from "working in any geographic space in which [employer] operates” where employer had interest in confidential information); Advanced Cable Ties, Inc. v. Hewes, No. 061995B, 2006 WL 3292810, at *1-2 (Mass.Super.Ct. Oct. 19, 2006) (lack of geographic scope restriction in non-compete not fatal to enforcement of restrictive covenant when employer was national company). 17 . See Miller Mech., Inc. v. Ruth, 300 So.2d 11, 12-13 (Fla.1974) (citing Kenco Chem. and Manufacturing Co. v. Railey, 286 So.2d 272 (Fla. 1st DCA 1973)); Flickenger v. R.J. Fitzgerald & Co., Inc., 732 So.2d 33, 35 (Fla. 2d DCA 1999); Balasco v. Gulf Holding, Inc., 707 So.2d 858, 860 (Fla. 2d DCA 1998); see also Health Care Financial Enterprises, Inc. v. Levy, 715 So.2d 341, 343 (Fla. 4th DCA 1998) (<HOLDING>). 18 .Under Florida law, courts are required to Options: A. holding that a court may only enforce a settlement agreement if it constitutes an enforceable contract B. holding that trial court is without authority to modify a settlement agreement but may enforce and interpret it C. recognizing court has authority to modify agreement to cure any unreasonable provision as to duration or scope D. holding that court may not refuse to enforce noncompete agreement solely because geographical area is unreasonable but rather must modify unreasonable restriction and enforce agreement as modified E. holding an employer may partially enforce a noncompete agreement to the extent it is reasonable under the circumstances

assistant: The best answer is D. holding that court may not refuse to enforce noncompete agreement solely because geographical area is unreasonable but rather must modify unreasonable restriction and enforce agreement as modified
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 Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify, hold harmless and exonerate Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on her behalf in connection with any such Proceeding unless (and only to the extent) it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that the act or omission was unlawful.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After the Closing Date, Purchaser and Seller shall provide the other with such cooperation and information as each of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Seller shall make its employees reasonably available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Purchaser and Seller shall retain all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate and (ii) six years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 6.3(e) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting a Tax audit or other proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 3571. H.R.Rep. No. 100-390, at 6 (1987), reprinted in 1987 U.S.C.C.A.N. 2137, 2142. Contrary to the purpose of the Criminal Fine Enforcement Act of 1984, which was to increase all fines, the Criminal Fine Improvements Act of 1987, according to the House Report, was designed to hamstring all future Congresses by providing that they could establish a lower fine only by express language. In other words, the Criminal Fine Improvements Act of 1987 did not look back, but rather looked forward. The 100th Congress’s ability to restrict the power of future Congresses (by requiring them, if they desire to set a lower fine level, to, in addition to setting the lower fine level, specifically exempt the statute from § 3571) is suspect. See Cooper v. Gen. Dynamics, 533 F.2d 163, 169 (5th Cir.1976) (<HOLDING>); cf. Williams v. United States, 240 F.3d 1019, Options: A. holding that one congress cannot insulate a statute from amendments by future congresses B. holding that 1991 amendments to other aspects of 3910114lai clarified intent of 1988 amendments to statute C. holding that an excessive force claim is governed by the fourth amendments objectively reasonable standard rather than the fourteenth amendments shock the conscience standard D. holding that psychiatrists evaluation of a defendants future dangerousness implicates the fifth and sixth amendments E. holding that amendments to procedure apply to both pending and future matters

assistant: The best answer is A. holding that one congress cannot insulate a statute from amendments by future congresses
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 SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE MUTATIS MUTANDIS .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive’s employment shall terminate on account of the Executive’s death. If the Executive’s employment is terminated on account of the Executive’s death during the Term, this Agreement shall terminate without further obligations to the Executive’s estate or other legal representatives under this Agreement, except as provided under Section 8.4.

assistant: Death
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: harmed by the duplicity of Count II of the indictment. C. Remedy Having found the threat of prejudice to the defendant due to the duplicity of Count II of the indictment, the next question is whether the entire judgment must be vacated. Duplicity does not necessarily require dismissal of an indictment. See United States v. Goodman, 285 F.2d 378 (5th Cir.1960) (“The entire count should not be dismissed when a less drastic ruling will suffice.”); 1A Charles Alan Wright & Arthur R. Mill tates, 395 U.S. 6, 53 n. 116, 89 S.Ct. 1532, 23 L.Ed.2d 57 (1969), or by a jury instruction that ensures that the jury is unanimous as to the conduct underlying the conviction, see, e.g., Murray, 618 F.2d at 898; cf. Abney v. United States, 431 U.S. 651, 664-65, 97 S.Ct. 2034, 52 L.Ed.2d 651 (1977) (<HOLDING>). Where, as here, a defendant has already been Options: A. holding that guilty verdict rendered on duplicitous indictment did not preclude on double jeopardy grounds the court of appeals from ordering a retrial based on evidentiary error courts instruction to jury that it had to unanimously find all elements of both crimes charged in count eliminated possibility that jury had acquitted defendant of one of those crimes B. holding that when the jury acquitted the defendant on the greater offense but deadlocked on the lesserincluded offenses double jeopardy did not bar retrial of the lessers C. holding that when jury acquitted defendant on greater offense but deadlocked on lesserincluded offenses double jeopardy did not bar retrial of the lesers D. holding that if defendant moved for or consented to mistrial retrial of defendant was not barred on double jeopardy grounds E. holding double jeopardy did not bar retrial where a jury could not render a verdict and a mistrial was granted

assistant: The best answer is A. holding that guilty verdict rendered on duplicitous indictment did not preclude on double jeopardy grounds the court of appeals from ordering a retrial based on evidentiary error courts instruction to jury that it had to unanimously find all elements of both crimes charged in count eliminated possibility that jury had acquitted defendant of one of those crimes
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: Payor, on behalf of Licensee, shall pay all costs relating to or arising out of the collection of any delinquent License Fee amount, including, but not limited to, any and all collection fees, collection agency fees, reasonable attorneys’ fees, accountants’ fees, court costs, and expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than any remedies available due to a breach of any other Transaction Document, all representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as provided in the next sentence, and other than any remedies available due to a breach of any other Transaction Document, the remedies provided in this Section 11 shall be the sole and exclusive remedies of the Investor Indemnitees and their heirs, successors and permitted assigns after the Initial Closing with respect to this Agreement and/or the transactions contemplated hereby, including any breach or non-performance of any representation, warranty, covenant or agreement contained herein. Other than any remedies available due to a breach of any other Transaction Document, no Investor Indemnitee shall bring any claim with respect to this Agreement and/or the transactions contemplated hereby, whether in contract, tort or otherwise, except to bring claims pursuant to Section 14.2 or to bring claims for indemnification against the Company and Opco in accordance with this Section 11 or for fraud or intentional misrepresentation. In no event shall any Investor Indemnitee be entitled to multiple recoveries in respect of the same Loss.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tire had at one time possessed confidential information for the construction of OTR’s Outrigger tire. The district court therefore drew a reasonable inference that West, through its manufacturer, improperly used trade secrets related to OTR’s Outrigger tire. See id. 3. The district court did not clearly err in finding that OTR was likely to suffer irreparable harm absent a preliminary injunction. Loss of control over business reputation and damage to goodwill are cognizable irreparable harms in the trademark infringement context. See Herb Reed Enters., LLC v. Fla. Entm’t Mgmt., Inc., 736 F.3d 1239, 1250 (9th Cir.2013). Although the district court’s finding of reputational injury was not based on any evidence that West’s lookalike tire was an inferior product, see id. at 1250-21 (<HOLDING>), the court’s finding of goodwill injury was Options: A. holding that a party who can show a significant risk of irreparable harm has demonstrated that the harm is not speculative B. holding that temporaryinjunction orders simple recitation of conclusory statement that plaintiff will suffer an irreparable injury for which it has no other adequate legal remedy does not satisfy rule 683s requirement that a temporary injunction order specify reasons why plaintiff will suffer irreparable harm for which there is no adequate remedy at law C. holding that the threat of irreparable harm must be immediate D. holding that likelihood of irreparable harm must be based on evidence in the record not unsupported and conclusory statements regarding harm the plaintiff might suffer E. holding that a movant for a preliminary injunction must first demonstrate that it is likely to suffer irreparable harm in the absence of the requested relief

assistant: The best answer is D. holding that likelihood of irreparable harm must be based on evidence in the record not unsupported and conclusory statements regarding harm the plaintiff might suffer