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: Certain Options granted under the Plan are intended to qualify as Incentive Stock Options. Options may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided, however , that Incentive Stock Options may be granted only to Eligible Persons who are employees of the Company or an Affiliate (as such definition is limited pursuant to Section 2(q) hereof) of the Company. The provisions of separate Options shall be set forth in separate Option Agreements, which agreements need not be identical.

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 legal provision and list the applicable contract clause categories. Provision: Each of the Lenders and the Issuing Bank hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and the Borrowers shall not have rights as a third party beneficiaries of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

assistant: Authority
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 Option will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding the choice-of-law principles of the State of Delaware and any other state requiring the application of a jurisdiction’s laws other than the State of Delaware.

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: If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable Law, as a matter of public policy or on any other grounds, the validity, legality and enforceability of all other terms and provisions of this Agreement will not in any way be affected or impaired. If the final judgment of a court of competent jurisdiction or other Governmental Authority declares that any term or provision hereof is invalid, illegal or unenforceable, the Parties agree that the court making such determination will have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Share Exchange Agreement and the other Ancillary Documents contain the entire agreement between the Seller and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Seller and its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Share Exchange Agreement and any other written agreement between the Seller or its Affiliate and any of the Covered Parties. Nothing in the Share Exchange Agreement will limit any of the obligations, liabilities, rights or remedies of the Seller or the Covered Parties under this Agreement, nor will any breach of the Share Exchange Agreement or any other agreement between the Seller or its Affiliate and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Seller or its Affiliate and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control as to the Seller or its Affiliate, as applicable.

assistant: Integration
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 Borrower and the Subsidiary Loan Parties has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all of its Real Properties and valid title to its personal property and assets, in each case, except for Permitted Liens or defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes, in each case, except where the failure to have such title, interest or easement would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens.

assistant: Liens
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: properly cured by a tort. This statement does not alter the rule that when there is a sufficiently causal relationship between property destruction and the fruits of a search, those fruits are suppressed. See United States v. Ramirez, 523 U.S. 65, at 72 n. 3, 118 S.Ct. 992, 140 L.Ed.2d 191 (1998) (“Because we conclude that there was no Fourth Amendment violation, we need not decide whether, for example, there was sufficient causal relationship between the breaking of the window and the discovery of the guns to warrant suppression of the evidence.”) (citing Nix v. Williams, 467 U.S. 431, 104 S.Ct. 2501, 81 L.Ed.2d 377 (1984) (creating the independent source doctrine as a limitation on the exclusionary rule) and Wong Sun v. United States, 371 U.S. 471, 83 S.Ct. 407, 9 L.Ed.2d 441 (1963) (<HOLDING>)). Finally, the majority finds justification Options: A. holding that evidence that would normally be admissible may be excluded if the evidence was a direct or indirect product of an unlawful search B. holding all evidence obtained by searches and seizures in violation of the constitution is by that same authority inadmissible in a state court C. holding that consensual suspicionless searches of government employees personal belongings in the workplace were searches even though refusal to consent carried no criminal penalty and the searches were not for law enforcement purposes D. holding that evidence obtained through unconstitutional searches and seizures is inadmissible in state court E. holding that direct and indirect evidence from unlawful searches is inadmissible

assistant: The best answer is E. holding that direct and indirect evidence from unlawful searches is inadmissible
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 Parent nor the Borrower will, nor will they permit any other Credit Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than one of the other Credit Parties) unless such transactions are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

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 case excerpt and choose the best holding from the options. Case excerpt: procedures afforded to NE Land satisfied the Due Process Clause of the Fourteenth Amendment. “Due process requires that a deprivation of property be preceded by notice and opportunity for hearing appropriate to the nature of the case and the opportunity to be heard must be at a meaningful time and in a meaningful manner.” Midnight Sessions, Ltd., 945 F.2d at 680 (citing Cleveland Board of Education v. Loudermill, 470 U.S. 532, 542, 105 S.Ct. 1487, 84 L.Ed.2d 494 (1985); Armstrong v. Manzo, 380 U.S. 545, 85 S.Ct. 1187, 14 L.Ed.2d 62 (1965)) (internal quotations omitted). “It is the law in this Circuit that a state provides adequate due process when it provides reasonable remedies to rectify a legal error by a local administrative body.” Bello v. Walker, 840 F.2d 1124, 1128 (3d Cir.1988) (<HOLDING>) (internal quotations and citations omitted). Options: A. holding that there was adequate opportunity when state court judicial review of an administrative proceeding was available B. holding alien not denied judicial review because habeas was available C. holding that substantive review is adequate D. holding that pennsylvanias full judicial review of a denied building permit is adequate process E. holding that pennsylvanias judicial districts are entitled to immunity from suit under the eleventh amendment

assistant: The best answer is D. holding that pennsylvanias full judicial review of a denied building permit is adequate process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration for the Assignment, the payment by TALL of the Assignment Fee (defined below) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and effective on the Effective Date, Silver Star hereby releases, acquits and forever discharges Lucas, its current, past and future affiliates, agents, directors, officers, servants, representatives, successors, shareholders, employees, attorneys, and assigns (collectively, the “ Release Parties ”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, claims and demands, whether asserted or unasserted, whether known or unknown, suspected or unsuspected, which it ever had or now has, upon or by reason of any manner, cause, causes or thing whatsoever, in law or equity and all rights, obligations, claims, demands, whether in contract, tort, or state and/or federal law arising from or relating to, or associated with the Line of Credit and Convertible Promissory Notes sold by Lucas to Silver Star thereunder (the “ Release ”). Silver Star further represents that it has not assigned, in whole or in part, any claim, demand and/or causes of action against any Released Party prior to its entry into this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the receipt of reasonable notice from the Company (including outside counsel), you agree that while employed by the Company and thereafter, you will respond and provide information with regard to matters in which you have firsthand knowledge as a result of your employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of your employment with the Company and you have relevant firsthand knowledge. You agree to promptly inform the Company if you become aware of any lawsuits involving such claims that may be filed or threatened against the Company or its affiliates. You also agree to promptly inform the Company (to the extent that you are legally permitted to do so) if you are asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse you for all time you spend cooperating at an hourly rate calculated by dividing your last Base Salary at the Company divided by 2,080 or your loss of income—whichever is greated--plus for all reasonable out-of-pocket travel, duplicating or telephonic expenses, incurred by you in complying with this Section 10 .

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: a bank lo t know about his damages, his testimony is no evidence of damages. See Tate v. Goins, Underkofler, Crawford & Langdon, 24 S.W.3d 627, 635 (Tex.App.Dallas 2000, pet. denied) (“Damages must be ascertainable in some manner other than by mere speculation or conjecture, and by reference to some fairly definite standard, established experience, or direct inference from known facts.”). Further, even if we disregarded Dr. Cravens’s reb-anee upon Dr. Ruhter’s opinions and his “I don’t know” statements, his testimony would still be no evidence because it was entirely conclusory. See Nat. Gas Pipeline Co. of Am. v. Justiss, 397 S.W.3d 150, 156-57 (Tex.2012) (confirming that conclu-sory or speculative testimony will not support a judgment); Holt Atherton Indus., Inc., 835 S.W.2d at 84 (<HOLDING>). We hold that Dr. Cravens’s testimony was no Options: A. holding that owners testimony that he lost 200200 in income was legally insufficient because it did not provide any indication of how the owner determined what his lost profits were B. holding that testimony of owner that he lost approximately 200000 in income was legally insufficient because it did not provide any indication of how the damages were determined C. holding evidence legally sufficient D. holding that joness application was insufficient because it did not indicate how communication with counsel would have affected trial or how he would have proceeded differently E. holding evidence legally insufficient

assistant: The best answer is B. holding that testimony of owner that he lost approximately 200000 in income was legally insufficient because it did not provide any indication of how the damages were determined
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 shall have paid or caused to be paid to the Agent (i) all Fees then due hereunder and (ii) all other fees and expenses due and payable hereunder on or before the Closing Date (if then invoiced), including without limitation the reasonable fees and expenses of counsel to the Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to allow plaintiff to add a claim for breach of contract, which had a fifteen-year statute of limitations. The action was brought outside the one-year but within the fifteen-year statute. On appeal, the appellate court reviewed the Puerto Rican statutes pertaining to conversion and breach of contract, decided that the district court did not err in refusing to allow plaintiff to add the contract claim, and concluded that plaintiffs action still would have been time-barred because “given the applicability of COGSA [to the foreign bill of lading at issue], [plaintiff] cannot circumvent COGSA’s operation by couching its complaint in terms of conversion or breach of contract.” Barretto Peat, 896 F.2d at 661 (citing Miller Export Corp. v. Hellenic Lines, Ltd., 534 F.Supp. 707 (S.D.N.Y.1982) (<HOLDING>)). In an Eleventh Circuit ease, Generali v. Options: A. holding that a failure to maintain sufficient internal controls to avoid fraud is indicative of scienter B. holding that cogsa controls shippers claim against carrier even though the purported fraud or negligence is alleged to have occurred prior to loading or subsequent to discharge C. holding that the right to discharge factor supported contractor status even though the company was only required to provide thirty days notice to discharge a motor carrier D. holding that 65551 another part of the medical liability act applied to the plaintiffs claim of fraud against a defendant physician because the alleged fraud occurred during preoperative doctorpatient consultations E. holding that a plaintiff has a duty to plead the date of discovery of fraud where the alleged fraud apparently occurred at a remote time

assistant: The best answer is B. holding that cogsa controls shippers claim against carrier even though the purported fraud or negligence is alleged to have occurred prior to loading or subsequent to discharge
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 notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this Agreement (as may be updated from time to time by written notice from the Participant). All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

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: coercion ... with the exercise or enjoyment by any individual or individuals of rights secured by the Constitution or laws of the United States, or of the rights secured by the Constitution or laws of [California].” Cal. Gov’t -Code § 52.1. To prevail on a § 52.1 claim, a plaintiff must therefore prove (1) a violation of a constitutional or statutory right (2) by intimidation, threats or coercion. Venegas v. Cnty. of Los Angeles, 153 Cal.App.4th 1230, 1242, 63 Cal.Rptr.3d 741, 750 (2007). Defendants take the position that a California Civil Code § 52.1 claim can only survive if the plaintiff proves “threats, intimidation, or coercion” separate and apart from whatever constitutional violation is at issue in the case. See Rodriguez v. City of Fresno, 819 F.Supp.2d 937, 953 (E.D.Cal.2011) (<HOLDING>). Defendants argue that Plaintiffs failed to Options: A. holding that where the plaintiffs evidence supported a finding that the defendants had applied force to restrain him the jury must determine not only whether the officers were justified in using force at all but if so whether the degree of force actually used was reasonable B. holding that an officers use of force against a plaintiff was objectively reasonable considering the force the plaintiff herself exercised in resisting police custody C. holding force to be an element of pre1994 amendment 111 which may be satisfied by proof of force or threat of force D. holding that under 521 the coercive force applied against a plaintiff must result in an interference with a separate constitutional or statutory right and it is not sufficient that the right interfered with is the right to be free of the force or threat of force that was applied E. holding that plaintiff could not pursue section 521 claim on the basis of allegations that defendants used force to interfere with his right to be free from bodily restraint or harm

assistant: The best answer is D. holding that under 521 the coercive force applied against a plaintiff must result in an interference with a separate constitutional or statutory right and it is not sufficient that the right interfered with is the right to be free of the force or threat of force that was applied
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the number of shares payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant or a change in control of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: First Amendment does not protect conduct that threatens another.” (quotation marks omitted)). 5 . Pursuant to 17-A M.R.S. § 506-A(l)(A)(l) (2015), "A person is guilty of harassment if, without reasonable cause: [t]he person engages in any course of conduct with the intent to harass, torment or threaten another person” after receiving a statutorily prescribed form of notice not to engage in that conduct. 6 .Cases involving harassing conduct are distinguished from those involving communicative conduct that is undertaken to express a social or political viewpoint, such as burning a flag as a statement or holding a sit-in. See State v. Brown, 207 Ariz. 231, 85 P.3d 109, 113-14 (Ariz.Ct.App.2004). 7 . But see In re Marriage of Suggs, 152 Wash.2d 74, 93 P.3d 161, 162 & n. 1, 165-66 (2004) (<HOLDING>). 8 . In relevant part, the stalking statute Options: A. holding that conspiracy requires an agreement to accomplish either an unlawful purpose or a lawful purpose by unlawful means B. holding that a remand unless qualified or limited for a specific purpose is effective for the stated purpose and for consideration of any and all matters that the ij deems appropriate C. holding that a defendant is in custody and miranda applies even when the purpose of defendants detention is unrelated to the purpose of the interrogation D. holding that denial of tax exemption for vacant lot held by church for no current purpose or any future exempt purpose did not violate first amendment E. holding that an order violated the first amendment as a prior restraint when it restrained a police officers exwife from knowingly and willfully making invalid and unsubstantiated allegations or complaints to third parties which are designed for the purpose of annoying harassing vexing or otherwise harming him and for no lawful purpose

assistant: The best answer is E. holding that an order violated the first amendment as a prior restraint when it restrained a police officers exwife from knowingly and willfully making invalid and unsubstantiated allegations or complaints to third parties which are designed for the purpose of annoying harassing vexing or otherwise harming him and for no lawful purpose
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: 92 S.Ct. 1526, 32 L.Ed.2d 15 (1972)).”' R.R., 843 So.2d at 781 (quoting Lehr, 463 U.S. at 261, 103 S.Ct. 2985). Similarly, in an adoption case, this court has spoken to certain fundamental principles that define the significance of a father’s biological connection to a child: " 'The significance of the biological connection is that it offers the natural father an opportunity that no other male possesses to develop a relationship with his offspring. If he grasps that opportunity and accepts some measure of responsibility for the child’s future, he may enjoy the blessings of the parent-child relationship and . make uniquely valuable contributions to the child’s development.’ ” M.V.S. v. V.M.D., 776 So.2d 142, 146 (Ala.Civ. App.1999) (quoting Lehr, 463 U.S. at 262, 103 S.Ct. 2985) (<HOLDING>). 8 . The father would apparently have us Options: A. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child B. holding failure to give putative father notice of adoption proceedings did not violate due process where he had never established a substantial relationship with his child C. holding that a child was not barred by a former statute of limitations applicable to actions to establish the existence of a father and child relationship when the current action was to establish the nonexistence of a father and child relationship and the presumed father no longer persisted in maintaining paternity D. holding that the natural father must have established a substantial relationship with the child to merit constitutional protection E. holding that court could permit grandparent or other person having substantial past contact with child to intervene in pending sapcr even though original suit requesting possessory conservatorship could not be filed by grandparent or other person and further holding that stepgrandmother had standing to intervene to seek managing conservatorship of child under section 102004b and section 1020039 where natural mother abandoned child after birth parents were divorced natural father remarried father had custody of child after father died child lived first with stepmother then with stepgrandmother and mother first sought custody when child was eleven years old

assistant: The best answer is D. holding that the natural father must have established a substantial relationship with the child to merit constitutional protection
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 number of Phantom Units granted to the Service Provider pursuant to this Agreement shall be adjusted to reflect distributions of the Partnership paid in units, unit splits or other changes in the capital structure of the Partnership, all in accordance with the Plan. All provisions of this Agreement shall be applicable to such new or additional or different units or securities distributed or issued pursuant to the Plan to the same extent that such provisions are applicable to the units with respect to which they were distributed or issued.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Within thirty (30) days after October 20, 2018, and within thirty (30) days after each successive October 20 thereafter that this Agreement is in effect, the Company shall have the right to review this Agreement, and in its sole discretion either continue and extend this Agreement, terminate this Agreement, and/or offer Employee a different agreement and will notify Employee of such action within said thirty (30) day time period mentioned above. This Agreement shall remain in effect until so terminated and/or modified by the Company. Failure of the Company to take any action within said thirty (30) days shall be considered an extension of this Agreement for an additional twelve (12) month period of time. Notwithstanding anything to the contrary contained in this “sunset provision,” it is agreed that if a Change of Control occurs while this Agreement is in effect, then this Agreement shall not be subject to termination or modification under this provision, and shall remain in force for a period of twelve (12) months after such Change of Control, subject to further twelve (12) month anniversary date renewals.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ebay does not control the privacy policies of pitney bowes inc. , its affiliates , or its service providers , and you are subject to the privacy policies of those parties , as applicable .

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: Detecting no reaso ent of sentence and we remand, leaving the trial court to reconsider its entire sentencing plan. Justice Dougherty joins the opinion. Chief Justice Saylor and Justice Donohue join the opinion with respect to Parts I, II, and 111(B) except with respect to footnote 29. Justice Baer joins the opinion with respect to Part II(C). Justice Todd joins • the opinion with respect to Parts I, II, and III(B). Justice Baer files a concurring and dissenting opinion. Justice Donohue files a concurring and dissenting opinion in which Chief Justice Saylor joins and in which Justice Todd joins with respect to Part II. 1 . See 65 Pa.C.S. § 1103(a) (conflict of interest), deemed unconstitutional in part by Shaulis v. Penna. State Ethics Comm'n, 574 Pa. 680, 833 A.2d 123 (2003) (<HOLDING>); see also 65 Pa.C.S. § 1102 (defining Options: A. holding subsection 1103g unconstitutional to the extent that it regulates the conduct of former government employees who are also attorneys B. holding that interests of plaintiffs former employees of defendant company in combating discriminatory policies were coextensive with the interest of all former and present employees subjected to the discriminatory policy C. holding that whether error in failing to ask a question about bias in favor of law enforcement testimony requires reversal hinges on such factors as the importance of the government agents testimony to the case as a whole the extent to which the question concerning the venire persons attitude toward government agents is covered in other questions the extent to which the credibility of the government agentwitness is put into issue and the extent to which the testimony of the government agent is corroborated by nonagent witnesses internal quotation marks and citation omitted D. holding that where an spa does not mention former employees but only current employees and a complaint only alleges that former employees were solicited there is no breach of a nonsolicitation clause E. holding section 742031 unconstitutional to the extent that it prohibited attorneys fees to a father in a paternity action

assistant: The best answer is A. holding subsection 1103g unconstitutional to the extent that it regulates the conduct of former government employees who are also attorneys
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 terms and conditions set forth in this Agreement shall become effective as of the Closing Date and shall continue in effect until all the Registrable Shares have either ceased to be Registrable Shares or ceased to be held by the Sellers, except for the provisions of Section 2.04, Section 2.07 and all of this Article III, which shall survive any such termination.

assistant: Effectiveness
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 headings herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by the laws of the State of New Jersey. The parties agree that all disputes arising under this Agreement shall be resolved in the courts of the state of New Jersey sitting in Ocean County, New Jersey or the Federal District Court sitting in Newark, New Jersey.

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 parties intend this Release to cover any and all such Released Claims, whether they are contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, whistleblower or retaliation claims, personal injury claims, constructive or wrongful discharge claims, emotional distress claims, pain and suffering claims, public policy claims, claims for debts, claims for expense reimbursement, wage claims, claims with respect to any other form of compensation, claims for attorneys’ fees, other claims or any combination of the foregoing, and whether they may arise under any employment contract (express or implied), policies, procedures, practices or by any acts or omissions of any of the Releasees or whether they may arise under any state, local or federal law, statute, ordinance, rule or regulation, including all Texas employment discrimination laws, Chapter 21 of the Texas Labor Code, the Texas Payday Act, all U.S. federal discrimination laws, the U.S. Age Discrimination in Employment Act of 1967, the U.S. Employee Retirement Income Security Act of 1974, Title VII of the U.S. Civil Rights Act of 1964, the U.S. Civil Rights Act of 1991, the U.S. Rehabilitation Act of 1973, the U.S. Americans with Disabilities Act of 1990, the U.S. Equal Pay Act, the U.S. National Labor Relations Act, the U.S. Older Workers Benefit Protection Act, the U.S. Worker Adjustment and Retraining Notification Act, the U.S. Family and Medical Leave Act, the U.S. Sarbanes-Oxley Act of 2002 or common law, without exception. As such, it is expressly acknowledged and agreed that this Release is a general release, representing a full and complete disposition and satisfaction of all of the Company’s and any Releasee’s real or alleged legal obligations to Employee, with the only exceptions being as expressly stated in the proviso to Section 4(a) hereof. Employee understands and agrees, in compliance with any law, statute, ordinance, rule or regulation which requires a specific release of unknown claims or benefits, that this Agreement includes a release of unknown claims, and Employee hereby expressly waives and relinquishes any and all Released Claims and any associated rights or benefits that Employee may have, including any that are unknown to Employee at the time of the execution this Agreement. Upon request, at the conclusion of the Transition Services Period, Employee agrees that she shall execute another release covenant not to sue of all Released Claims against the Releasees to be effective on December 31, 2017.

assistant: Benefits
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: after the agency’s final order of deportation and it was his second motion to reopen, see 8 U.S.C. § 1229a(c)(7)(A), (C)(i), there is no time or numerical limitation for filing a motion to reopen if it is “based on changed country conditions arising in the country of nationality or the country to which removal has been ordered, if such evidence is material and was not available and would not have been discovered or presented at the previous proceeding.” 8 U rate an objectively reasonable fear of persecution, as he did not present any evidence that Chinese officials were aware or would become aware of his “Falun Gong identity,” or that the Chinese government targets similarly-situated individuals upon their return to China. See Hongsheng Leng v. Mukasey, 528 F.3d 135, 143 (2d Cir.2008) (<HOLDING>); Jian Xing Huang v. INS, 421 F.3d 125, 128 (2d Options: A. holding that congress may regulate purely local intrastate activities if they are part of an economic class of activities that have a substantial effect on interstate commerce B. holding that a defendant may be seen as supervising the four drivers he used in his criminal activities C. holding that the plaintiff alleged sufficient facts in his complaint to state a claim for wrongful discharge where he alleged he was discharged due to his political affiliation and activities D. holding that an applicant may establish eligibility for asylum based exclusively on activities undertaken after his arrival in the united states so long as he demonstrates that authorities in his country are aware of his activities or likely to become aware of his activities E. holding that plaintiff had stated a claim for violation of his first amendment right to intimate association where he alleged that his employer harassed him in retaliation for his fathers political activities

assistant: The best answer is D. holding that an applicant may establish eligibility for asylum based exclusively on activities undertaken after his arrival in the united states so long as he demonstrates that authorities in his country are aware of his activities or likely to become aware of his activities
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: argue that there is nothing misleading about a debt collector (RCRS) using the name by which it is known to the public where, as here, that name is a registered trade name with the New York Department of State. It is undisputed that, (1) “RCRS” is the registered trade name with the New York Department of State since 1992; (2) RCRS has been licensed with the New York City Department of Consumer Affairs since 1994; and (3) RCRS is the name by which it transacts business and holds itself out to the public. Thus, because RCRS letters refer to RCRS’s “true name,” it does not constitute a “false deceptive or misleading representation.” 15 U.S.C. § 1692e; see Moore v. National Account Systems, Inc., No. 91 CV 35, 1991 WL 313896, *1, 1991 U.S. Dist. LEXIS 18137, at *2 (D.Conn. Nov. 13, 1991) (<HOLDING>). The plaintiff further claims violations of Options: A. holding that where the defendant obtained a nondefaulted debt under the mistaken belief that the debt was in default and where the defendants subsequent collection activities were based on that mistaken belief the defendant was a debt collector for purposes of the fdcpa B. holding that an entity engaged in collection activity on a defaulted debt acquired from another is a debt collector under the fdcpa even though it may actually be owed the debt C. holding that a debt collectors filing of a lawsuit on a debt that appears to be timebarred is an unfair and unconscionable means of collecting the debt D. holding that back rent is debt under the fdcpa E. holding that the name under which a debt collector is licensed to do business is the debt collectors true name for purposes of the fdcpa

assistant: The best answer is E. holding that the name under which a debt collector is licensed to do business is the debt collectors true name for purposes of the fdcpa
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 or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature or other electronic signature and such signature shall constitute an original for all purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile, .pdf, or other electronic transmission of copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: into these facts at all. Neither could defense counsel have relied on the fact that Dr. Emery did not find a need for neurological examinations because, as discussed above, they failed to give him the information necessary to form an opinion in this regard. In sum, defense counsel’s failure to insist on neuropsychological testing did not stem from an informed decision made after reasonable investigation, as required by the Constitution, but was the product of neglect. See Seidel v. Merkle, 146 F.3d 750, 756 (9th Cir.1998) (finding ineffective assistance where defense counsel “failed to conduct even the minimal investigation that would have enabled him to come to an informed decision” regarding his client’s mental health defenses); cf. Hendricks v. Calderon, 70 F.3d 1032 (9th Cir.1995) (<HOLDING>). Pizzuto not only has shown that his counsel’s Options: A. holding that defense counsel opened the door to the states rebuttal remarks when defense counsel raised the issue in his closing argument B. holding that defense counsel was not constitutionally ineffective for presenting a diminished capacity defense as opposed to a defense of legal insanity C. holding that the decision whether to seek a mistrial is a tactical decision entrusted to defense counsel binding the defendant even when the defendant expressed a contrary wish to his lawyer D. holding that defense counsel gathered sufficient evidence to make a reasonable tactical decision not to conduct further investigations into his clients mental health when psychiatric experts interviewed the defendant for more than twenty hours and informed defense counsel that they could not find any basis for a mental defense E. holding that defense counsels decision not to call defendant to the stand despite defendants repeatedly expressed desire to testify on his own behalf was not ineffective assistance of counsel but was a reasonable tactical decision by counsel not to subject defendant to all of the risk attendant on crossexamination

assistant: The best answer is D. holding that defense counsel gathered sufficient evidence to make a reasonable tactical decision not to conduct further investigations into his clients mental health when psychiatric experts interviewed the defendant for more than twenty hours and informed defense counsel that they could not find any basis for a mental defense