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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Berber-Tinoco, we must give due credence to officers who “may make reasonable deductions and inferences based on their experience and specialized training that might well elude an untrained person.” Berber-Tinoco, 510 F.3d at 1087 (quotation marks omitted). Finally, Palos-Marquez argues that the BIC agents’ observation that the pickup’s occupants appeared “nervous and shaky” occurred after he had been seized, and therefore cannot be included in the reasonable suspicion analysis. This is incorrect, as the record indicates that the BIC agents’ observations were made prior to Palos-Marquez’s stop. Accordingly, these observations provide another relevant consideration in the reasonable suspicion equation. See United States v. Arvizu, 534 U.S. 266, 276, 122 S.Ct. 744, 151 L.Ed.2d 740 (2002) (<HOLDING>); Brignoni-Ponce, 422 U.S. at 885, 95 S.Ct. Options: A. holding that an officer has reasonable suspicion to conduct traffic stop even when his suspicion that a law has been violated is based on a reasonable mistake of law B. holding that passenger conduct can be a factor supporting reasonable suspicion C. holding detention of passenger for warrant check violated fourth amendment absent reasonable suspicion D. holding that nervous evasive behavior is a pertinent factor in determining reasonable suspicion E. recognizing that furtive gestures undertaken in response to police presence can serve as a factor in establishing reasonable suspicion

assistant: The best answer is B. holding that passenger conduct can be a factor supporting reasonable suspicion
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 Zambrana never objected to the manner in which the district court held the hearing. And because both men failed to challenge the manner in which the district court considered the evidence related to their motions for new trial, we will not address the issue here. See Haskins, 511 F.3d at 693; Charles, 476 F.3d at 495-96; Hernandez-Rivas, 348 F.3d at 598. But even if Zambrana and Ervin had preserved their challenges as to how the district court “informed its discretion,” the arguments would have failed. Because their substantive arguments in support of their motions for new trial are meritless, any purported procedural deficiency in the manner in which the district court weighed the evidence would have been harmless. See United States v. Kelly, 337 F.3d 897, 901-02 (7th Cir.2003) (<HOLDING>); see also Pinholster v. Ayers, 525 F.3d 742, Options: A. holding that defendants waived any challenge to the trial courts failure to hold an evidentiary hearing B. holding that if a plea agreement is breached the district court may either grant specific performance or allow the defendant to withdraw the plea C. holding that the governments representations to the court that it was not seeking an upward departure suggested it had not breached the plea agreement D. holding that a federal habeas court may grant specific performance of a plea agreement in the face of evidence that the state has breached the terms of such an agreement E. holding that district courts failure to hold evidentiary hearing to ascertain whether defendant breached plea agreement was harmless when it was clear defendant breached agreement

assistant: The best answer is E. holding that district courts failure to hold evidentiary hearing to ascertain whether defendant breached plea agreement was harmless when it was clear defendant breached agreement
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 Seller is a limited liability company validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified or licensed to do business in each other jurisdiction where the actions to be performed by it under this Agreement and the other Seller Documents make such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement and the other Seller Documents. The Seller has all the requisite limited liability company power and authority to conduct its business with respect to the ownership of the Company Interests and the Projects and to own the Company Interests and the Projects.

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: Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 2:00 p.m. Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you hereby agree that any claim may have arising out of or related to your relationship with the company must be filed within one ( 1 ) year after from the arising incident ; otherwise , your claim shall be permanently barred .

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: No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent pursuant to this Agreement or as are permitted by the Credit Agreement. No Person other than the Agent has Control or possession of all or any part of the Collateral except as permitted by the Credit Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: that if Robinson failed to pay its premiums by the end of the ten-day grace period, the Contract could be terminated as of the date the premiums were due. See Novak, 986 F.2d at 472 (explaining that a provision in an ERISA plan is ambiguous if reasonable persons could disagree as to the provision’s meaning and effect). Further, even if Foundation had written internal policies that modified the Contract, binding precedent precludes these policies from modifying the unambiguous terms of the Contract. Nachwalter, 805 F.2d at 960 (explaining that Congress rejected the use of informal written agreements to modify an ERISA plan); see also Adams v. Thiokol Corp., 231 F.3d 837, 843 (11th Cir.2000) (citing Nachwalter); Smith v. Nat’l Credit Union Admin. Bd., 36 F.3d 1077, 1081 (11th Cir.1994) (<HOLDING>). Thus, Foundation did not wrongfully terminate Options: A. holding that the eighth amendment applies only after the state has secured a formal adjudication of guilt in accordance with the due process of law B. holding that any modification or amendment to an erisa plan can be supplemented or applied only after the amendment has been appropriately adopted in a formal complete and written form C. holding public had fair notice of adopted zoning amendment where uses permitted in adopted amendment were a subset of those permitted in the proposed amendment D. holding the sixth amendment applicable to the states through the fourteenth amendment E. holding amendment to statute of limitations was a procedural amendment to be applied retroactively in a medical malpractice case

assistant: The best answer is B. holding that any modification or amendment to an erisa plan can be supplemented or applied only after the amendment has been appropriately adopted in a formal complete and written form
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: Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Plan Schedule applicable to an Award, if an Award is then outstanding, shall be deemed to have been satisfied based on assumed achievement at the 200% achievement level (“Deemed CIC Achievement”) and the Company shall pay to the Participant in full satisfaction of its obligations with respect thereto cash in an amount equal to the Payable Amount on the basis of such Deemed CIC Achievement within ten (10) days following the Change in Control of the Company. Notwithstanding the immediately preceding sentence but, solely in the case of the Chief Executive Officer, subject to the fourth sentence of this Section 7.1, if in connection with the Change in Control of the Company, an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, then such Award shall become payable only if (A) the Participant’s Employment continues until the end of the Performance Period, in which case this Award will become fully payable at the end of the Performance Period, or (B) there is a Change in Control Termination before the end of the Performance Period, in which case this Award will become fully payable in connection with the Change in Control Termination. In the case of either (A) or (B), the Company shall pay to the Participant, within ten (10) days following the period specified in (A) or the time specified in (B), as applicable, the Payable Amount on the basis of the Deemed CIC Achievement. Solely in the case of the Chief Executive Officer, in the event of a Change in Control of the Company, notwithstanding anything in this Section 7.1 to the contrary, his Award shall become fully payable on, and the Company shall pay the Payable Amount, on the basis of the Deemed CIC Achievement, to the Chief Executive Officer within ten (10) days following, the later of the date on which the Chief Executive Officer becomes eligible for Retirement and a Change in Control of the Company. The foregoing is intended to qualify such payment as a “short-term deferral” within the meaning of Section 1.409A-1(b)(4) of the Treasury regulations. For the avoidance of doubt, if there is a Change in Control Termination before the end of the Performance Period and before the date on which the Chief Executive Officer becomes eligible for Retirement, then his Award will become fully payable in connection with the Change in Control Termination and the Company shall pay the Payable Amount, on the basis of the Deemed CIC Achievement, to the Chief Executive Officer within ten (10) days following such Change in Control Termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Purchaser is a limited partnership duly formed, validly existing and in good standing or with active status under the Laws of the State of Texas, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Purchaser is not in violation or default of any of the provisions of the Purchaser’s Formation Documents or partnership agreement. The Purchaser is duly qualified or licensed to conduct business and is in good standing or with active status as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it requires it to be so qualified or licensed, except where the failure to be so qualified or licensed or in good standing or with active status, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Purchaser, taken as a whole, or (iii) a material adverse effect on the Purchaser’s ability to perform, in any material respect on a timely basis, its obligations under any Transaction Document and no Legal Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

assistant: Organizations
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: v. Pub. Utils. Comm’n, 157 Colo. 188, 196, 402 P.2d 194, 198 (1965)). The absence of an established market for an asset does not, however, preclude application of the fair market value standard. Rather, fair market value is a term that has long been used in the law as applicable to property having no actual current market place. Whitlow v. Comm’r of Internal Revenue, 82 F.2d 569, 572 (8th Cir.1936) (noting that in such a case, the term means “the sum that would in all probability result from fair negotiations between an owner who is willing to sell and a purchaser who desired to buy,” quoting De Laval Steam Turbine Co. v. United States, 284 U.S. 61, 72, 52 S.Ct. 78, 80, 76 L.Ed. 168 (1931)); see also Guggenheim v. Rasquin, 312 U.S. 254, 258, 61 S.Ct. 507, 509, 85 L.Ed. 813 (1941) (<HOLDING>). Here, Commerce City presented expert Options: A. holding merely that to the extent a breaching party claims that the appropriate measure of damages is the difference between the contract price and the market price it holds the burden of proving that there is in fact an available market for the goods in issue B. holding that evidence of contamination is relevant and admissible on the issue of market value in an eminent domain valuation trial C. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach D. holding that the market price is understood to mean the current market price being paid for gas at the well where it is produced E. holding that the absence of a market price is no barrier to valuation for purposes of assessing tax liability

assistant: The best answer is E. holding that the absence of a market price is no barrier to valuation for purposes of assessing tax liability
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: No delays or omission by the Company or the Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent by the Company shall not be effective unless consented to by the Operating Partnership and vice versa. A waiver or consent given by the Company or the Executive on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Should any particular section, covenant, restriction, or language included in this Agreement be held to be unreasonable or unenforceable for any reason, then such section, covenant, restriction, or language shall be given effect and enforced to whatever extent would be reasonable and enforceable. All remaining sections, covenants, restrictions, and language shall remain in full force and effect in accordance with the terms thereof.

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: On demand by Lender, Borrower will do any act and execute any additional reasonable documents reasonably required by Lender to secure the Loan, to confirm or perfect the lien of the Mortgage and the other Loan Documents, including, but not limited to, additional financing statements or continuation statements, new or replacement notes and/or loan documents and agreements supplementing, extending or otherwise modifying the Loan Documents and certificates as to the amount of the indebtedness evidenced by the Note from time to time.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: upon termination of your accounts , this agreement between us will be automatically terminated and you may not re-subscribe or return to the service through other or future accounts you or others may set up .

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: (citing Wainwright v. State, 504 A.2d 1096, 1100 (Del. 1986)). 12 . Id. 13 . Id. 14 . App. to Opening Br. at 239. 15 . Id. at 253. 16 . Id. at 279. 17 . 11 Del. C. § 1448(e)(2) ("Any person who , is a prohibited person .., because of a conviction for a violent felony and' who, while in possession or control of a firearm in violation of this section, negligently causes ... the death of another person through the use of such firearm, shall be guilty of a class B felony — ” (emphasis added)). Drug dealing is considered a violent felony. See 11 Del. C. § 1448(e)(3); 11 Del. C. § 4201(c). 18 . See 11 Del. C. § 1448(e)(2); Robinson v. State, 80 A.3d 961 (Del, 2013) (Table) (citing United States v. Higdon, 638 F.3d 233 (3d Cir.2011)). 19 . See Desmond v. State, 654 A.2d 821, 826 (Del. 1994) (<HOLDING>). 20 . Archie v. State, 721 A.2d 924, 928 (Del. Options: A. holding that application of career offender enhancement falls within exception for prior convictions where facts are undisputed making it unnecessary for district court to engage in further fact finding about prior convictions B. holding that rule 609 was violated when prosecutor attempted to crossexamine defendant about his deferred adjudication for felony check fraud C. holding that it was error for the trial court to allow the state to question the confidential informant on direct examination about her lack of felony charges when there was no prior attack of the witnesss credibility D. holding that when a defendant admits prior convictions at a habitual offender hearing he waives any complaints about the validity of the prior convictions E. holding it was proper for the state to crossexamine testifying defendant about prior convictions for purpose of impeaching his credibility

assistant: The best answer is E. holding it was proper for the state to crossexamine testifying defendant about prior convictions for purpose of impeaching his credibility
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company (including without limitation, as provided in the Grant Notice), an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld (if any) with respect to any taxable event arising in connection with the RSUs. The Company shall not be obligated to deliver any new certificate representing Shares to the Participant or the Participant’s legal representative or to enter such Shares in book entry form unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant arising in connection with the RSUs or payments thereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive acknowledges and agrees that the scope described above is necessary and reasonable in order to protect the Employer in the conduct of its business and that, if the Executive becomes employed by another employer, the Executive shall be required to disclose the existence of this Paragraph 8 to such employer and the Executive hereby consents to and the Employer is hereby given permission to disclose the existence of this Paragraph 8 to such employer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the brokers named in Item 12 of the Basic Lease Provisions and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. Tenant hereby agrees to indemnify, defend and hold Landlord harmless for, from and against all claims for any brokerage commissions, finders’ fees or similar payments by any persons other than those listed in Item 12 of the Basic Lease Provisions and all costs, expenses and liabilities incurred in connection with such claims, including reasonable attorneys’ fees and costs.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Some of the prerequisites for review by extraordinary writ are arguably met here. The district court’s order brings about a serious intrusion into Vidrine’s privacy and his mental and emotional health, and the question presented is a novel issue of importance affecting privacy interests and the contours of the psychotherapist-patient privilege. In addition, the district court’s use of Federal Rule of Civil Procedure 35 was likely a “clear abuse of discretion.” E.g., Schlagenhauf, 379 U.S. at 109-12, 85 S.Ct. 234. Vidrine did not put his mental or physical health “in controversy” as a disputed merits issue, Fed.R.CivP. 35(a)(1); rather, his mental health is only relevant to whether he may be made to sit for a deposition, cf, e.g., Schlagenhauf, 379 U.S. at 118-19, 121, 85 S.Ct. 234 (<HOLDING>); Acosta v. Tenneco Oil Co., 913 F.2d 205, 209 Options: A. holding that rule 35 does not permit sweeping examinations of a party who has not affirmatively put into issue his own mental or physical condition by asserting his mental or physical condition either in support of or in defense of a claim and that mere relevance to the case is insufficient B. holding that a medical impairment is deemed severe when alone or in combination with other medically determinable physical or mental impairments it significantly limits an individuals physical or mental ability to do basic work activities C. holding that emotional distress requires a showing of either physical symptoms or mental illness D. holding that evidence of an impaired mental condition that does not rise to floridas definition of insanity is not admissible E. holding testimony about plaintiffs mental and physical state before treatment by physician was relevant

assistant: The best answer is A. holding that rule 35 does not permit sweeping examinations of a party who has not affirmatively put into issue his own mental or physical condition by asserting his mental or physical condition either in support of or in defense of a claim and that mere relevance to the case is insufficient
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 Indemnitee hereby represents and warrants that he or she has obtained all waivers and/or consents from third parties which are necessary to execute and perform this Agreement without being in conflict with any other agreement, obligation or understanding with any such third party. The Indemnitee represents that he or she is not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of his or her obligations hereunder or prevent the full performance of his or her duties and obligations hereunder.

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: the twelfth action, where the union plaintiffs assert the Labor Management Relations Act claim, the district court's grant of summary judgment for the defendants on only the ERISA claims does not dispose of all the claims between the parties. Accordingly, for purposes of appeal, the plaintiffs in that action sought the district court's certification pursuant to Fed.R.Civ.P. 54(b), which was granted. Because the twelve cases were not consolidated for trial, even though the district court's order granting summary judgment to Unisys on Counts I and II of the second amended consolidated complaint does not dispose of all of the claims in the twelve consolidated actions, it is a final, appealable order within the meaning of 28 U.S.C. § 1291. Hall v. Wilkerson, 926 F.2d 311, 314 (3d Cir.1991) (<HOLDING>). 10 . On review of the district court’s award Options: A. holding that the dispositive factor in determining whether an order disposing of less than all claims in a consolidated case is appealable is whether the consolidation was for all purposes B. holding that additional consideration is a factor in determining whether there is an implied contract of employment C. holding that in determining whether a state officer is entitled to qualified immunity for 1983 purposes courts may not consider whether the constitutional right was clearly established before determining first that a constitutional right was violated D. holding that duration of limitation is a factor in determining whether limitation is significant E. holding that an order of consolidation is interlocutory and not immediately appealable

assistant: The best answer is A. holding that the dispositive factor in determining whether an order disposing of less than all claims in a consolidated case is appealable is whether the consolidation was for all purposes
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: has not detected •any changes or. mood swings in appellant. Plunkett also testified that appellant’s family is supportive. The family has visited appellant in inpatient care, along with the child born from appellant’s 1999 pregnancy. Plunkett said that there have been no problem with the family visits. As with Dr. Howland and Dr. Moeller, Plunkett opined that appellant is ready to be transferred to outpatient care. Plunkett also signed a report finding that appellant “has reached the maximum benefit from hospitalization.” This evidence does not support the trial court’s finding that appellant is likely to cause serious harm to others as a result of her mental illness. Not a single expert testified that appellant is aggressive, either verbally or physically. See K.E.W., 315 S.W.3d at 24 (<HOLDING>). The only evidence of aggressive behavior in Options: A. holding that an overt act may be a verbal statement or a physical act B. holding that a conspiracy is an agreement to commit an illegal act into which the defendant knowingly and voluntary enters and which is manifested by an overt act C. holding proof of an overt act is not required to establish a violation of 846 D. holding that proof of an overt act is not required in a 846 conspiracy E. holding that proof of overt act is not required to support admission of evidence of statement of coconspirator during course of conspiracy

assistant: The best answer is A. holding that an overt act may be a verbal statement or a physical act
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 Borrower and each Material Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others, except as could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to Borrower’s or any Borrowing Base Guarantor’s knowledge, threatened Intellectual Property Claim with respect to Borrower, any Material Subsidiary or any of their Property (including any Intellectual Property) except as could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 9.1.12 , neither Borrower, any Borrowing Base Guarantor, nor any other Material Subsidiary as of the date hereof pays or owes any Royalty or other compensation to any Person with respect to any Intellectual Property. All material Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, Borrower or any Subsidiary as of the date hereof is shown on Schedule 9.1.12 . As of the date hereof, the manufacturing, marketing, distribution or disposition of Inventory is not subject to any Licenses (except ordinary course software Licenses).

assistant: Intellectual Property
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 the public interest.” All Stainless, Inc. v. Colby, 364 Mass. 773, 308 N.E.2d 481, 485 (1974) (citations omitted). “If the covenant is too broad in time, in space or in any other respect, it will be enforced only to the extent that is reasonable and to the extent that it is severable for the purposes of enforcement.” Id. (citations omitted); see Cedric G. Chase Photographic Labs., Inc. v. Hennessey, 327 Mass. 137, 97 N.E.2d 397, 398 (1951); see also Fla. Stat. § 542.335(l)(j). Whether a non-compete covenant is reasonable or overbroad is a question of fact, not of law. See MDS (Canada), Inc. v. Rad Source Technologies, Inc., 822 F.Supp.2d 1263, 1313 (S.D.Fla.2011); Orkin Exterminating Co. v. Girardeau, 301 So.2d 38, 40 (Fla. 1st DCA 1974), cert. denied, 317 So.2d 75 (Fla.1975) (<HOLDING>); Sarasota Beverage Co. v. Johnson, 551 So.2d Options: A. recognizing that what is a reasonable area is a factual matter to be determined in each noncompete case B. holding that state property tax liens are not entitled to the states statutory interest rate as a matter of law rather the appropriate rate of interest is determined by the equities of each case C. recognizing that a contract is to be construed to give reasonable effect to each of its provisions D. holding that what is a threat must be distinguished from what is constitutionally protected speech E. recognizing that in certain circumstances inquiry notice may be determined as a matter of law

assistant: The best answer is A. recognizing that what is a reasonable area is a factual matter to be determined in each noncompete case
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: In essence, Landowners argue that Star Enterprise’s negligence has interfered with their ability to contract with third parties for the sale of their homes, the same type of damages, for which the Virginia Supreme Court imposed a physical impact requirement in Philip Morris. Landowners rely upon Pruitt v. Allied Chemical Corp., 523 F.Supp. 975 (E.D.Va.1981), in arguing that Virginia law permits recovery for pure economic loss in the absence of direct physical impact. In Pruitt, the plaintiffs were individuals who derived their livelihoods from marine life in the Chesapeake Bay which had been polluted by chemicals allegedly discharged into the Bay by the defendant. The federal district court, construing Virginia la L.Ed.2d 562 (1986); Union Oil Co. v. Oppen, 501 F.2d 558 (9th Cir.1974) (<HOLDING>); Burgess v. M/V Tamano, 370 F.Supp. 247 Options: A. holding no right to recover for economic loss resulting from defendants injury to a third party with whom plaintiff has contractual business relationship B. holding commercial fishermen may recover for pollution resulting from defendants oil spill C. holding that evidence resulting from an unconstitutional search or seizure must be suppressed D. holding that impact in the district resulting from the defendants conduct that occurred outside the district must be deliberate not incidental E. holding plaintiff could not recover on nuisance action to recover for alleged damage to property he does not own or rent

assistant: The best answer is B. holding commercial fishermen may recover for pollution resulting from defendants oil spill
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 anything to the contrary, no stockholder shall transfer, whether by sale, gift or otherwise, any Shares acquired from any Award (including, without limitation, Shares acquired upon exercise of an Option) to any person or entity unless such transfer is approved by the Company prior to such transfer, which approval may be granted or withheld in the Company’s sole and absolute discretion. Any purported transfer effected in violation of this Section 13 shall be null and void and shall have no force or effect and the Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Plan or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

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: This Agreement, together with any Accepted Orders and warranties incorporated by reference herein pursuant to Section 7.5 , constitute the final, complete and exclusive statement of the Parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are superseded by this Agreement. In the event of any conflict between any specific provision in the body of this Agreement and the terms of any schedule to this Agreement, the terms of such schedule will control.

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: The representations and warranties of Purchaser contained in this Agreement do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not misleading.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: States, 250 U.S. 273, 279, 39 S.Ct. 468, 470, 63 L.Ed. 979 (1919)), we note that in this unusual circumstance we need not find a violation of section 441b before addressing the separation of powers claim. The Supreme Court in similar situations — when plaintiffs challenged the constitutional composition or character of a tribunal — determined the constitutional status issue without reaching the merits. See, e.g., Commodity Futures Trading Comm’n v. Schor, 478 U.S. 833, 859, 106 S.Ct. 3245, 3261, 92 L.Ed.2d 675 (1986) (upholding constitutionality of CFTC’s authority to adjudicate common law counterclaims without passing on the merits of the counterclaim); Northern Pipeline Constr. Co. v. Marathon Pipe Line Co., 458 U.S. 50, 56, 87, 102 S.Ct. 2858, 2864, 2880, 73 L.Ed.2d 598 (1982) (<HOLDING>). Appellants claim that the composition of the Options: A. holding that the court has no jurisdiction to adjudicate any claims whatsoever under the federal criminal code B. recognizing that the claim at issue was one under state common law between two private parties the experts in the federal system at resolving common law counterclaims are the article iii courts C. holding that a federal court may adjudicate claims for which there is no independent basis for subject matter jurisdiction if the nonjurisdictional claims are related to other claims for which the does have jurisdiction D. holding that the bankruptcy courts jurisdiction to adjudicate common law claims violated article iii without deciding the claims E. holding that article 2 of the ucc preempts common law claims

assistant: The best answer is D. holding that the bankruptcy courts jurisdiction to adjudicate common law claims violated article iii without deciding the claims
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 supersedes any statements, representations or agreements of the Company with respect to the grant of the Award, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, non-competition agreement, non-solicitation agreement, employment agreement, consulting agreement or any other similar agreement between the Participant and the Company, including, but not limited to, any restrictive covenants contained in such agreements, which shall remain in full force and effect and enforceable in accordance with their terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of the Merger, substantially contemporaneously with the funding of Loans on the Effective Date will be) obtained or made and are (or will so be) in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) those the failure to obtain or make which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation or (ii) any applicable Order of any Governmental Authority, except to the extent such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of any Loan Party, (d) will not violate or result in a default under any indenture, agreement or other instrument evidencing Indebtedness binding upon the Borrower or any of its Restricted Subsidiaries or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries (other than pursuant to a Loan Document) except to the extent such violation, default or right, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created under the Loan Documents.

assistant: No Conflicts
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 order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company, to the best of his knowledge after the review of his personnel files, that: (a) the execution and delivery of this Agreement by Executive and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Executive is a party or by which he is or may be bound or subject; and (b) Executive is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services.

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 Borrower has not failed to disclose any material assumptions or liabilities or any other material information with respect to the Budget or the accuracy of such Budget. The Borrower has provided a written affirmation made by an appropriate financial officer of the Borrower to the Commitment Parties affirming the reasonableness of each of the assumptions and projections in the Budget.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “To allow the state an additional fifteen days in which to bring the defendant to trial, in view of the State’s inaction, would impermissibly prejudice the defendant’s speedy trial rights.” Id. The First and the Fourth Districts have similarly held that the State is precluded from exercising its recapture rights if it nol prosses charges and then refiles new charges based on the same incident without informing the defendant. See, e.g., Puzio v. State, 969 So.2d 1197, 1201 (Fla. 1st DCA 2007); State v. Morris, 662 So.2d 378, 379 (Fla. 4th DCA 1995). This court has not expressly ruled on the issue but has indicated agreement with this line of cases. See State v. McCullers, 932 So.2d 373, 376 (Fla. 2d DCA 2006). But see State v. Jimenez, 44 So.3d 1230, 1236-37 (Fla. 5th DCA 2010) (<HOLDING>); Brown v. State, — So.3d —, — n. 2, 2010 WL Options: A. holding the defendant did not demonstrate a denial of his sixth amendment right to a speedy trial where even though the delay was substantial and the defendant was detained pretrial for three years the fault for the delay was shared and the defendant continued to request continuances following his assertion for the right to a speedy trial B. holding that a defendant is not entitled to automatic discharge upon the expiration of speedy trial even though he was not provided actual notice that the charges were refiled C. holding that the plaintiff had standing even though automatic stay had terminated and his claims for declaratory and injunctive relief were moot because he also sought actual damages for violation of the automatic stay D. holding that the speedy trial clock for state charges did not begin to run when the defendant was taken into custody by federal authorities on federal charges but rather when he was indicted for the state charges E. holding that a defendant is not entitled to relief from default judgment because notice to an attorney of filing of motions and orders is constructive notice to the client even when the client did not have actual notice

assistant: The best answer is B. holding that a defendant is not entitled to automatic discharge upon the expiration of speedy trial even though he was not provided actual notice that the charges were refiled
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “ Vesting Date ”): One-quarter of the Award shall vest on December 14, 2016, one-quarter of the Award shall vest on December 14, 2017, one-quarter of the Award shall vest on December 14, 2018 and one-quarter of the Award shall vest on December 16, 2019.

assistant: Vesting