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: The Pledgor waives presentment and demand for payment of any of the Obligations, protest and notice of dishonor or default with respect to any of the Obligations, and all other notices to which the Pledgor might otherwise be entitled, except as otherwise expressly provided herein or in the Securities Purchase Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: argument with factual allegations contrary to the findings of the district court. The district court’s unchallenged factual findings, including findings as to proximate cause, see Meek v. Dep’t of Transp., 240 Mich.App. 105, 610 N.W.2d 250, 256 (Mich.App.2000), are binding on this Court. See Osborn v. Sinclair Refining Co., 286 F.2d 832, 834 (4th Cir.1960) (noting that where factual findings are not contested on appeal, the reviewing court is concerned only with the legal conclusions to be drawn from them). Because Plaintiffs assertion that the district court applied an incorrect “sole cause” causation standard has no foundation in the record, we reject Plaintiffs argument as to causation of injury. See Grover Hill Grain Co. v. Baughman-Oster, Inc., 728 F.2d 784, 793 (6th Cir.1984) (<HOLDING>). The district court having carefully analyzed Options: A. holding that pleadings under the rico act are to be liberally construed B. holding that while pro se complaints are liberally construed issues not raised in the district court are deemed waived C. holding that a district courts findings under rule 52a are to be liberally construed in support of the district courts judgment D. holding that pro se pleadings are to be liberally construed E. holding that courts should liberally construe the requirements of rule 3

assistant: The best answer is C. holding that a district courts findings under rule 52a are to be liberally construed in support of the district courts judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the South Carolina Supreme Court has held that ‘an order denying a double jeopardy claim is not immediately appealable’ ” (quoting Miller, 289 S.C. at 427, 346 S.E.2d at 706)); Gilliam v. Foster, 63 F.3d 287, 291 (4th Cir. 1995) (denying State’s motion to stay federal district court’s grant of habeas corpus for pending decision on merits of defendant’s double jeopardy claim in state court proceedings; stating, “[i]t is also regrettable that, because South Carolina law does not permit an interlocutory appeal of the double jeopardy ruling, the appellate courts of that state were not the ones to rule on the matter in the first instance”); cf. Paul v. People, 105 P.3d 628, 633 (Colo. 2005) (en banc) (concluding that denial of defendant’s motion to dismiss on d 2, 185 L.Ed.2d 696 (2013) (<HOLDING>). 5 . S.C. Code Ann. § 56-5-2950 (Supp. 2015) Options: A. holding that blood alcohol dissipation was not sufficient by itself to create an exigent circumstances exception to virginia statutory requirement that the driver be arrested within three hours of the offense B. holding that a defendants right to an independent blood alcohol test means the right to a test that is not subject to government manipulation C. holding that the dissipation of alcohol from a persons blood stream constitutes a sufficient exigency to justify a warrantless blood draw D. holding that in drunkdriving investigations the natural dissipation of alcohol in the bloodstream does not constitute an exigency in every case sufficient to justify conducting a blood test without a warrant E. holding existence of arrest warrant compelling case for finding dissipation

assistant: The best answer is D. holding that in drunkdriving investigations the natural dissipation of alcohol in the bloodstream does not constitute an exigency in every case sufficient to justify conducting a blood test without a warrant
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: (2012). Mem. Op. at 10 n.2. But the Court explained that records required to be disclosed under FOIA are exempt from the Privacy Act. Id., citing 5 U.S.C. § 552a(b)(2). 2 . FOIA Exemption 7(C) exempts documents compiled for law enforcement that "could reasonably be expected to constitute an unwarranted invasion of personal privacy.” 5 U.S.C. § 552(b)(7)(C). 3 . F0IA Exemption 6 allows withholding of "personnel and medical files and similar files the disclosure of which "would constitute a clearty unwarranted invasion of personal privacy. 5 U.S.C. § 552(b)(6). 4 . Since plaintiff has not challenged defendant's withholdings of the remaining documents in the OPF, the Court will treat the validity of those withholdings as conceded. See Fischer v. DOJ, 723 F.Supp.2d 104, 110 (D.D.C.2010) (<HOLDING>). 5 . 5 C.F.R. § 293.311 provides: (a) The Options: A. holding district court has complete discretion whether to treat facts as conceded where local rule is violated B. holding that ajbsent a meaningful opposition the court treats defendants motion as conceded C. holding that the court may properly treat as conceded any exemptions and categories that plaintiff does not address in its opposition D. holding that plaintiff conceded the merits of an issue when he did not respond in any way to defendants argument on that issue in his opposition before the district court E. holding that claims raised for the first time in an opposition to a motion for summary judgment are not properly before a court

assistant: The best answer is C. holding that the court may properly treat as conceded any exemptions and categories that plaintiff does not address in its opposition
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 payments due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Employee under any other plan, policy or program of the Company except as provided under Section 15(a) and except that no cash payments shall be paid to Employee under any severance plan of the Company that are due and payable solely as a result of a Change of Control. In addition, Employee shall continue to be covered by any policy of insurance providing indemnification rights for service as an officer and director of the Company and to all other rights to indemnification provided by the Company, in each case at least as favorable as applicable to Employee on the date of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be deemed to have been executed and delivered within the State of Florida, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida without regard to principles of conflict of laws. In the event of a dispute, the parties agree to binding arbitration in the county of Palm Beach, Florida under the Rules of Comprehensive Arbitration before the Judicial Arbitration and Mediation Service (“ JAMS ”) located in Boca Raton, Florida. The prevailing party shall be entitled to recover reasonable attorney fees and costs.

assistant: Arbitration
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: (Doc. # 3214), p. 46. I do not agree with the Equity Committee’s position regarding compliance with state law, including the Delaware General Corporation Law. Section 1123(a) unequivocally states that the provisions which a plan shall contain is “[njotwithstanding any otherwise applicable non-bankruptcy law.” The quoted language clearly means, and case law so holds, that the provisions of a plan as articulated in § 1123(a) can be effected without regard to otherwise applicable nonbankruptcy law, including the corporation law of the State of Delaware or any other state corporation laws having bearing on the debtors. 7 Collier on Bankruptcy ¶ 1123.LH[4], p. 1123-27 (15th ed. rev.2002). See e.g. Universal Cooperatives, Inc. v. FCX, Inc. (In re FCX, Inc.), 853 F.2d 1149, 1154 (4th Cir.1988)(<HOLDING>); In re Pacific Gas & Electric Co., 283 B.R. Options: A. holding when ordinance language is clear courts must give language its plain meaning B. holding that in construing statute courts must first look to its plain language C. holding 1123a5d overrides nonbankruptcy law by its plain language D. holding that when the contract language is unambiguous we take these words to represent the parties intent and the plain meaning of this language governs its interpretation E. holding plain language compelled that reading

assistant: The best answer is C. holding 1123a5d overrides nonbankruptcy law by its plain language
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 case was tried. Upon receiving actual notice of the dispute over the property the United States obtained a copy of the trial transcript to ascertain the nature of the lawsuit and claims asserted by the parties, sought authorization to intervene, and then prepared its motion and supporting memorandum of law. The United States wasted little, if any, time in asserting its right to intervene once it had knowledge of the lawsuit. This court has approved of intervention after the case has been tried and final judgment entered where adequate representation of the intervenor’s interest no longer existed for purposes of appeal. Hukle v. City of Kansas City, 212 Kan. at 632; Moyer v. Board of County Commissioners, 197 Kan. 23, 27, 415 P.2d 261 (1966). See also Annot, 37 A.L.R.2d 1306 § 9 (<HOLDING>), and § 11 (discussing cases which have not Options: A. holding the court need not rule on remaining issues when the disposition of prior issues is dispositive B. holding issues related to subject matter jurisdiction may be raised at any time C. recognizing that subject matter jurisdiction can be questioned at any time and with respect to any claim D. holding an appellate court need not review remaining issues when its determination of a prior issue is dispositive of the appeal E. recognizing some jurisdictions permit intervention at any time prior to determination of the issues

assistant: The best answer is E. recognizing some jurisdictions permit intervention at any time prior to determination of the issues
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 Loan Parties has the requisite corporate power and authority to execute and deliver this Amendment 2 and any other Loan Documents delivered in connection therewith, and to perform its obligations hereunder and under such Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery and performance by each of the Loan Parties of this Amendment 2 and the other Loan Documents delivered in connection herewith have been duly approved by all necessary corporate or company action and no other corporate or company proceedings are necessary to consummate such transactions.

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 case excerpt and choose the best holding from the options. Case excerpt: Restitution Order In issue three, appellant argues that the trial court had no authority to compel appellant, as a condition of probation, to make restitution to anyone other than DBS, the named complainant. A trial court may not order restitution to be paid to a person who was not a victim of the charged offense. Martin v. State, 874 S.W.2d 674, 677-78 (Tex.Crim.App.1994). In order to preserve error concerning a probation order, however, a defendant must make a timely and specific objection. Tex.R.App. P. 33.1(a)(1)(A); see Idowu v. State, 73 S.W.3d 918, 921 (Tex.Crim.App.2002) (stating if defendant wishes to complain about appropriateness of trial court’s restitution order, he must do so in trial court); see also Lemos v. State, 27 S.W.3d 42, 47 (Tex.App.-San Antonio 2000, pet. refd) (<HOLDING>). There is no evidence in the record to reflect Options: A. holding complaint that sentence violated equal protection was waived because of failure to object at trial B. holding party failing to adequately brief complaint waived issue on appeal C. holding that party waived complaint regarding instruction where it did not raise specific objection D. holding that a complaint is waived by the failure to object during the witness unsworn testimony E. holding defendant waived complaint

assistant: The best answer is E. holding defendant waived complaint
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: issues. However, we find Ross’s appellate counsel argument to be waived for lack of cogency. The entirety of his argument on this point is, “Appellate council [sic] failed to raise the substantive issues discussed in summary of arguments section constitutes effective assistance of council [sic].” Appellant’s Br. p. 14. Although Ross is proceeding pro se and lacks legal training, such litigants are held to the same standard as trained counsel and are required to follow procedural rules. Evans v. State, 809 N.E.2d 338, 344 (Ind.Ct.App.2004), trans. denied. Ross’s argument regarding appellate counsel fails to meet a minimum standard of cogency and we decline to address it further. See Ind. Appellate Rule 46(A)(8); Lyles v. State, 834 N.E.2d 1035, 1050 (Ind.Ct.App.2005), trans. denied (<HOLDING>). Ross’s argument regarding his trial counsel Options: A. recognizing that the specific argument regarding an issue must be made in the trial court to preserve that issue for appellate review B. holding that the defendant waived argument on appeal by failing to develop a cogent argument C. holding that failure to develop cogent argument waives the issue for appellate review D. holding that the failure to obtain a ruling on a motion for new trial waives the issues raised for appellate review E. holding that partys failure to develop issue in argument section constitutes waiver of issue

assistant: The best answer is C. holding that failure to develop cogent argument waives the issue for appellate review
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: (a) The term of Executive’s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the five (5)-year anniversary of the Effective Date (the “ Initial Expiration Date ”), provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive’s employment under this Agreement shall be extended for one (1) additional year unless either party provides written notice to the other party at least ninety (90) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive’s employment hereunder shall not be so extended (in which case, Executive’s employment under this Agreement shall terminate on the Initial Expiration Date or expiration of the extended term, as applicable); provided , however , that Executive’s employment under this Agreement may be terminated at any time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “ Term ”; and the date on which the Term is scheduled to expire ( i.e ., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the “ Expiration Date .” Notwithstanding anything contained herein to the contrary, if upon the effective date of a Change in Control, the Expiration Date is less than two (2) years from the date of such Change in Control, the Term shall automatically be renewed so that the Expiration Date is two (2) years from the effective date of such Change in Control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Executive will be employed as President of Company and shall have the duties and responsibilities assigned by Company from time to time consistent with that position. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties at any time in its sole and absolute discretion; provided , that (a) the duties assigned to Executive are consistent with the position of a senior executive, and (b) Executive continues to report solely and exclusively directly to an executive committee of Company, which shall consist of the Chief Executive Officer of Parent, the Chief Operating Officer of Parent and Executive (the “ Executive Committee ”).

assistant: Positions
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: was on his mind. In contrast to cases in which a declarant confesses to law enforcement but additionally implicates his accomplice in the crime, this case involves statements the declarant (Clarke) made in confidential exchanges with a long-time friend — a friend he had no reason to conclude would reveal those statements to law enforcement. Moreover, in his' statements to Wright, Clarke did not minimize his role in the robbery; the most plausible conclusion to draw from the content of the statements is that Clarke and Franklin each played substantial roles in the commission of the offense. As we recently reiterated, the admission into evidence of statements such as these does not offend the confrontation clause. Gibson, 409 F.3d at 338. Compare Lilly, 527 U.S. at 131, 119 S.Ct. 1887 (<HOLDING>) and Lee v. Illinois, 476 U.S. 530, 541, 106 Options: A. holding that statement to police made thirtysix hours after a different statement to police was not part of one confession and not admissible under the rule of completeness B. holding that a statement inculpating the declarant and his alleged accomplices is not trustworthy when made as part of a custodial confession to law enforcement agents C. holding that testimonial evidence is admissible only if the declarant is unavailable and the defendant had a prior opportunity to crossexamine the declarant D. holding that rule of completeness did not apply where statements made at the scene and the statement made at the police station were distinct and not part of one confession E. holding that an inculpatory statement by a declarant was not reliable when he viewed the defendant like an older brother providing a motivation to lie the statement was made only to defense investigators and not to prosecutors the declarant was not under oath had not been read his miranda rights and was not represented by counsel and the declarant ultimately recanted his admission

assistant: The best answer is B. holding that a statement inculpating the declarant and his alleged accomplices is not trustworthy when made as part of a custodial confession to law enforcement agents
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any of the Premises shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request of the Mortgagor, shall execute and deliver to the Mortgagor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Premises. The Mortgagor shall deliver to the Mortgagee prior to the date of the proposed release, a written request for release.

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 case excerpt and choose the best holding from the options. Case excerpt: of plaintiffs discrimination claim was inappropriate given that the CBA “neither created the right [plaintiff] asserts nor can it remove or alter that right”); Daniels v. Potomac Elec. Power Co., 789 F.Supp.2d 161, 164-165 (D.D.C.2011) (concluding that plaintiffs DCHRA discrimination and retaliation claims were not preempted because plaintiffs claims did not require interpretation of the CBA, and were “based on rights created by DCHRA and not rights created by the CBA”). ' However, where the rights are created by the CBA, or involve negotiable state duties “around which parties may contract,” Section 301 will preempt the claim. Humble, 305 F.3d at 1007 n. 3; see also, Int’l Broth. of Elec. Workers, AFL-CIO v. Hechler, 481 U.S. 851, 861-62, 107 S.Ct. 2161, 95 L.Ed.2d 791 (1987) (<HOLDING>); Allis-Chalmers, 471 U.S. at 217-18, 105 S.Ct. Options: A. holding that plaintiffs state law claim against a nonsignatory to the cba was preempted by 301 B. holding that plaintiffs had standing to bring section 301 lawsuit to enforce seniority rights under cba C. holding that the plaintiffs claim that he was owed wages following his discharge was preempted because this right was created by a cba provision stating that an employee who is discharged shall be paid immediately D. holding that an employees retaliation claim was not preempted by section 301 because he was exercising his rights under the states antidiscrimination laws and the terms of the cba were at most relevant background for the employees termination E. holding that plaintiffs negligence claim was preempted by section 301 because employers duty to provide a safe workplace was expressly created by the cba

assistant: The best answer is E. holding that plaintiffs negligence claim was preempted by section 301 because employers duty to provide a safe workplace was expressly created by the cba
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Amendment No. 3 Effective Date, the Borrower shall pay to the Agent, (a) for the account of each Tranche G Term Lender, a fee (the “ Tranche G Upfront Fees ”) in an amount equal to 0.25% of the aggregate principal amount of the Tranche G Term Loans of such Tranche G Term Lender on the Amendment No. 3 Effective Date (which fee may be payable in the form of original issue discount) and (b) for the account of each Tranche D Term Lender, Tranche E Term Lender, Tranche F Term Lender and Revolving Credit Lender that executes and irrevocably delivers a signature page to this Agreement to the Agent (or its counsel) at or prior to 5:00 p.m., New York City time, on August 15, 2017, a fee (the “ Amendment Fees ”), in an amount equal to 0.125% of the aggregate amount of Revolving Credit Commitments (whether used or unused) and outstanding Tranche D Term Loans, Tranche E Term Loans and Tranche F Term Loans of such Lender on the Amendment No. 3 Effective Date. The Tranche G Upfront Fees and the Amendment Fees shall be payable on the Amendment No. 3 Effective Date in immediately available funds and, once paid, shall not be refundable under any circumstances.

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 legal provision and list the applicable contract clause categories. Provision: Each party shall be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement. Any transfer taxes that may be applicable to the transfer of the Publishing Assets hereunder shall be paid one-half by Seller and one-half by Buyer. Each party is responsible for any commission, brokerage fee, advisory fee or other similar payment that arises as a result of any agreement or action of it or any party acting on its behalf in connection with this Agreement or the transactions contemplated hereby.

assistant: Expenses
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: including those entered into by the government, are viewed in light of governing contract principles”); Jencks v. Modern Woodmen of Am., 479 F.3d 1261, 1266 (10th Cir.2007) (treating a negotiated settlement agreement as a contract subject to the rules of contract interpretation). Neither party has addressed whether federal or state rules of contract interpretation should be applied here, but it makes no practical difference when both federal and state contract law apply the objective theory of contracts. See Harris, 477 F.3d at 1047 n. 2 (declining to determine whether federal or state law governed a negotiated settlement agreement because contract principles would be the same under state and federal law); Sheng v. Starkey Labs., Inc., 117 F.3d 1081, 1083 n. 1 (8th Cir.1997) (<HOLDING>). Here both Maryland and federal law apply the Options: A. recognizing that courts disagree whether federal common law or state law governs the interpretation of negotiated settlement agreement B. holding that state law claim regarding breach of settlement agreement was preempted by federal labor law C. holding that federal common law governs equitable remedies available under erisa D. holding that federal law governs res judicata effect of an earlier federal judgment based on federal law E. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans

assistant: The best answer is A. recognizing that courts disagree whether federal common law or state law governs the interpretation of negotiated settlement 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: This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. The Company shall require any successor (whether direct or indirect, by operation of law, purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if any provision of these terms of use is held to be unlawful , void , or for any reason unenforceable during arbitration or by a court of competent jurisdiction , then that provision will be deemed severable from these terms of use and will not affect the validity and enforceability of any remaining provisions .

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: By signing below, Employee represents and warrants that Employee: (a) has been informed that Employee may only sign this Agreement on or after the Termination Date, and that any signature before that date will be null and void; (b) has been informed that Employee has at least twenty-one (21) days from the date that Employee receives this Agreement, and at least seven (7) days after the Termination Date, to consider whether to sign this Agreement, but may sign it before the end of those twenty-one day and seven day periods; (c) has carefully read and understands the terms of this Agreement; (d) is entering into the Agreement knowingly, voluntarily and of Employee’s own free will; (e) understands its terms and significance and intends to abide by its provisions without exception; (f) has not made any false statements or representations in connection with this Agreement; and (g) has not transferred or assigned to any person or entity not a party to this Agreement any claim or right released hereunder, and Employee agrees to indemnify the Employer and hold it harmless against any claim (including claims for attorneys’ fees or costs actually incurred, regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by Employee.

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 authorized capital stock of the Company consists of Twenty Thousand (20,000) shares of One Dollar ($1.00) par value common stock. Schedule 4.1.5 sets forth a true and correct capitalization table for the Company. All of the issued and outstanding capital stock of the Company was duly authorized, validly issued and is fully paid and nonassessable. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which the Company is or may become obligated to issue or sell any of its capital stock. There are no agreements, voting trusts, proxies, or understandings to which the Company is a party with respect to the voting, or registration under the Securities Act, of any shares of capital stock of the Company. All of the issued and outstanding shares of capital stock of the Company were issued in compliance with applicable federal and state securities Legal Requirements. Except as set forth on Schedule 4.1.5 , there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are not permitted to and shall not register or use any trade name , trademark , logo , domain name or any other name or sign that incorporates any of skype 's intellectual property ( in whole or part ) or that is confusingly similar thereto .

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: Subject to Section 2(c) below, fifty percent (50%) of any Earned Performance Units shall vest on the last day of the Performance Period, twenty-five percent (25%) of any Earned Performance Units shall vest on the first (1 st ) anniversary of the last day of the Performance Period, and the remaining twenty-five percent (25%) of any Earned Performance Units shall vest on the second (2 nd ) anniversary of the last day of the Performance Period (each such date, a “Vesting Date,” and each period between the first day of the Performance Period and a Vesting Date, a “Vesting Period”). For the avoidance of doubt, if a Control Change Date occurs during the Performance Period, the last day of the Performance Period shall be the Control Change Date for all purposes under this Agreement, including this Section 2(b).

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: This Agreement will be binding upon and inure to the benefit of the respective legal representatives, successors and assigns of the parties hereto; however, Borrower may not assign or transfer any of its rights or delegate any of its Obligations under this Agreement or any of the Loan Documents, by operation of law or otherwise. Bank (and any subsequent assignee) may, upon prior notice to Borrower, transfer and assign any of its rights or delegate any of its duties under this Agreement or may transfer or assign partial interests or participation in the Loans to other persons. Bank may disclose to all prospective and actual assignees and participants all financial, business and other information about Borrower which Bank may possess at any time; provided that any such prospective or actual assignees or participants agree in writing prior to any such disclosure to be bound by the provisions of Section 8.13 of this Agreement.

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 Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations, which, in the opinion of counsel for the Company, shall be applicable thereto. To the extent that this Agreement conflicts with the terms of the Plan, the terms of the Plan shall control. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on the wife’s erroneous estimation of the husband’s net monthly income, we reverse the periodic-alimony award and remand the cause to the circuit court to reconsider the alimony award.”); Kiel v. Kiel, 51 So.3d 1058, 1068 (Ala.Civ.App.2010) (using the responding spouse’s net income as the basis for evaluating the financial impact that the alimony payment would have); Wheeles v. Wheeles, 770 So.2d 635, 637 (Ala.Civ.App.2000) (reversing the trial court’s judgment that required the husband to pay $1,150 in alimony because the judgment “eripple[d] him financially,” leaving him with $80 per month after his living expenses and court-ordered financial obligations, including periodic alimony, were deducted from “[h]is net income”); and Rubert v. Rubert, 709 So.2d 1283, 1285 (Ala.Civ.App.1998) (<HOLDING>). A judgment that imposes financial obligations Options: A. holding that the trial court exceeded its discretion because its judgment created financial obligations for the husband that after deducting the wifes periodicalimony award from the husbands net income exceeded his remaining income B. holding that the district court exceeded its discretion in excluding testimony proffered to discredit the key government witness C. recognizing a claim that the sentence exceeded the statutory maximum D. holding that the trial court exceeded its authorized scope of review by invoking equitable jurisdiction E. holding that the trial court abused its discretion in ordering temporary alimony that exceeded the husbands ability to pay

assistant: The best answer is A. holding that the trial court exceeded its discretion because its judgment created financial obligations for the husband that after deducting the wifes periodicalimony award from the husbands net income exceeded his remaining income
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: recall who told him. When he was arrested he said, “I guess Evelyn told you.” Finally, he told Tony Bone about beating someone with an ax handle. These are only the highlights of the evidence, and although they are circumstantial, when viewed as a whole, a reasonable conclusion is that Schreiber murdered Terry. For this reason, Schreiber has not established prejudice, and his ineffective assistance claims in his § 2254 petition must be denied. IV. INEFFECTIVE ASSISTANCE OF APPELLATE COUNSEL Schreiber asserts that his appellate counsel was ineffective for failing to assert each of the claims noted and evaluated above. Because none of the claims had merit, Schreiber’s appellate attorney was not ineffective for failing to bring them. See Clark v. Groose, 16 F.3d 960, 963 (8th Cir.1994) (<HOLDING>). CONCLUSION For the reasons detailed above, Options: A. holding trial counsel was not ineffective for failing to pursue a meritless issue B. holding that an attorney is not ineffective for failing to make a meritless objection C. holding that counsel cannot be deemed ineffective for failing to raise a meritless claim D. holding that counsel was not deficient in failing to present a meritless argument E. holding that counsel cannot be deemed ineffective for failing to pursue a meritless claim

assistant: The best answer is B. holding that an attorney is not ineffective for failing to make a meritless objection
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 attorney is engaged by Lender to enforce or defend any provision of this Guaranty or to collect any sums owed by Guarantor under this Guaranty, with or without the filing of any legal action or proceeding, Guarantor shall pay to Lender, immediately upon demand all attorneys’ fees and costs incurred by Lender in connection therewith, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Note as specified therein.

assistant: Enforcements
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: written in "John Doe" on the line designated for the name of the person applying for medical care on behalf of the individual in custody; he had not checked the box indicating that he is a D.C. police officer or given his rank; he did not complete the portion for Harris’ name, address, and age; and he did not fill out the sections requesting the facts which led him to believe that Harris was mentally ill and a threat to himself and/or others. 2 . We therefore do not decide whether the record creates a triable issue of "deliberate indifference.” We are quite doubtful, however, that the evidence shows more than some degree of negligence, which may not violate the due process clause, see Daniels v. Williams, 474 U.S. 327, 332-34 & n. 3, 106 S.Ct. 662, 665-66 & n. 3, 88 L.Ed.2d 662 (1986) (<HOLDING>). 3 . State tort liability may of course bear Options: A. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does B. holding that negligence in the context of a tort claim relating to bodily injuries allegedly sustained by an inmate because of lack of maintenance of a prison stairway does not constitute a violation of constitutional due process but reserving the question of whether recklessness or gross negligence is sufficient to trigger the protections of constitutional due process C. holding that ordinary negligence and gross negligence are not separate causes of action D. holding that mere negligence does not implicate the right to due process E. holding that doctrine does not violate due process

assistant: The best answer is A. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does
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 Committee may condition the grant, exercise, vesting or settlement of equity-based awards on the achievement of specified performance goals in accordance with this section. The Committee may also condition the grant, vesting or payment of annual and long-term cash incentive awards on the achievement of specified performance goals in accordance with this section. The applicable performance period for measuring achievement of specified performance goals may be any period designated by the Committee. Notwithstanding any other provision of the plan to the contrary, any dividend equivalents payable with respect to a performance-based equity award shall either be deferred and held in escrow until the achievement of the applicable performance goal(s) or automatically deemed reinvested in additional performance-based equity awards subject to achievement of the applicable performance goal(s).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is not divested of jurisdiction to hear and resolve the counterclaim. See rule 1.420(a)(2). Here, Tarragon prevailed on its counterclaim in the arbitration proceedings and its motion to confirm the award with the trial court must be treated in exactly the same manner. That is, Tarragon’s motion to confirm the award on its arbitration counterclaim acted as a counterclaim in the claim of lien action once the motion to confirm was filed and served. To ignore the fact that Tarragon’s motion to confirm the award on its counterclaim was pending would be the antithesis of “indulg[ing] every reasonable presumption to uphold [the arbitration] proceedings.” Miele, 656 So.2d at 473; see also Murphey v. Dean Witter & Co., 392 So.2d 286, 286 (Fla. 4th DCA 1980) (Anstead, J., specially concurring) (<HOLDING>). Second, the parties stipulated to a stay of Options: A. recognizing that appellant originally sought enforcement of arbitration award but later voluntarily dismissed her action after appellee filed its counterclaim but explaining that courts generally favor upholding arbitration proceedings which have resulted in an award citing knight v hs equities inc 280 so2d 456 fla 4th dca 1973 B. holding that arbitration award is binding on the parties C. holding the appellate court must presume adequate evidence to support the award when appellant sought to vacate the award based on gross mistake with no transcript of the arbitration proceedings D. holding that judicial enforcement of arbitration award did not constitute state action triggering due process protection E. holding that an order remanding an arbitration award is not a final appealable order when the order does not also vacate the arbitration award

assistant: The best answer is A. recognizing that appellant originally sought enforcement of arbitration award but later voluntarily dismissed her action after appellee filed its counterclaim but explaining that courts generally favor upholding arbitration proceedings which have resulted in an award citing knight v hs equities inc 280 so2d 456 fla 4th dca 1973
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: either be on the persons of the assailants or about the premises where they lived.”). Second, Chambers argues that the police exceeded their authority under the Municipal Police Jurisdiction Act, 42 Pa. Cons. Stat. Ann. § 8953, thereby invalidating the search warrant, because the shooting occurred in Harrisburg, was investigated by Harrisburg police, and Harrisburg police obtained the search warrant, but the warrant was approved by a Swatara magistrate and executed in Swatara Township. Even if Chambers’s interpretation of the Municipal Police Jurisdiction Act were correct, however, he does not explain how a violation of state law would be relevant to the federal constitutional analysis required here. Cf Virginia v. Moore, 553 U.S. 164, 176-78, 128 S.Ct. 1598, 170 L.Ed.2d 559 (2008) (<HOLDING>). Finally, Chambers’s argument that the Options: A. holding that warrantless arrest based on probable cause did not violate the fourth amendment B. holding that a warrantless arrest on probable cause does not violate the fourth amendment even if state law required the police to have prior authorization C. holding that a search incident to a lawful arrest does not violate the fourth amendment D. holding that arrest in backyard violated fourth amendment E. holding that state law is immaterial for fourth amendment search analysis and refusing to suppress evidence obtained illegally under state law after warrantless arrest because the arrest rules that the officers violated were those of state law alone and as we have just concluded it is not the province of the fourth amendment to enforce state law that amendment does not require the exclusion of evidence obtained from a constitutionally permissible arrest

assistant: The best answer is E. holding that state law is immaterial for fourth amendment search analysis and refusing to suppress evidence obtained illegally under state law after warrantless arrest because the arrest rules that the officers violated were those of state law alone and as we have just concluded it is not the province of the fourth amendment to enforce state law that amendment does not require the exclusion of evidence obtained from a constitutionally permissible arrest