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: statements calculated to incite the passions and prejudices of the jurors.” Broom v. Mitchell, 441 F.3d 392, 412 (6th Cir.2006) (internal quotation marks omitted). The Supreme Court has explained that prosecutors must temper their arguments to avoid unfair trials because “[the prosecutor] is the representative not of an ordinary party to' a co local community interests of jurors,” meaning that prosecutors may not “urge jurors to convict a criminal defendant in order to protect community values, preserve civil order, or deter future lawbreaking.” United States v. Solivan, 937 F.2d 1146, 1152-53 (6th Cir.1991) (internal quotation marks omitted). Appeals to community interests are particularly problematic when the prosecutor references controversial, contemporaneous events. Id. at 1153 (<HOLDING>); United States v. Barker, 553 F.2d 1013, 1025 Options: A. holding that alleged prosecutorial misconduct must be evaluated in light of the prosecutors argument and the entire record and if a review of the record convinces the court that the jury would have convicted defendant even if it were not exposed to the alleged improper prosecutorial comments then no actual prejudice occurred B. holding the trial courts subsequently corrected instruction that the jury must find the defendant personally committed the offenses in order to convict the defendant on those charges did not prejudice the defendant C. holding that comments that implied that the drug trade would continue if the jury did not convict the defendant were improper D. recognizing that a curative instruction may make it highly unlikely that improper comments misled the jury E. holding that comments that if jurors acquit then they are accomplices to future murders were improper

assistant: The best answer is C. holding that comments that implied that the drug trade would continue if the jury did not convict the defendant were improper
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: International Paper agrees that, as between International Paper and the Lenders, the obligations of the Borrower under the Credit Agreement may be declared to be forthwith due and payable as provided in Article VII of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII of the Credit Agreement) for purposes of Section 2.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by International Paper for purposes of said Section 2.01.

assistant: Remedies
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 merits of such matters in an interlocutory appeal from the granting of a jurisdictional plea. Moreover, we must take as true the factual allegations in the protesting parties’ petition and construe it in their favor, and, fairly read, that petition implied that the parties’ agents entered into the Appraisal Agreement. See Tex. Ass'n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 446 (providing that, in review of ruling on jurisdictional plea, court must construe pleadings in plaintiff's favor and look to pleader’s intent). 13 . Tex. Tax Code Ann. § 41.01(a)(1) (Vernon 2001). 14 . See Tooke v. City ofMexia, 197 S.W.3d 325, 332-33 (Tex.2006) (considering suit for damages resulting from breach of contract); Catalina Dev., Inc. v. County of El Paso, 121 S.W.3d 704, 706 (Tex.2003) (<HOLDING>); Travis County v. Pelzel & Assocs., Inc., 77 Options: A. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract B. holding that trial court erred by dismissing breach of contract claim because appellee made promises to perform specific acts in contract the breach of which would give rise to a breach of contract action C. holding that immunity from suit precluded claim for breach of contract for sale of county property and request for specific performance of contract D. holding party in breach could not maintain suit for breach of contract E. holding breach of contract claim not preempted as a straightforward breach of contract action as it alleged violation of specific covenant

assistant: The best answer is C. holding that immunity from suit precluded claim for breach of contract for sale of county property and request for specific performance of contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the city of Las Vegas and County of Clark, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery of this Agreement, the performance of its obligations under this Agreement, and the consummation of the transactions contemplated by this Agreement, in each case by the Seller, do not and will not conflict with, contravene or result in a violation or breach of or default under (with or without notice, lapse of time or both) any applicable law to which the Seller or any of his assets is subject, or any agreement, contract, indenture, commitment, instrument or other arrangement or understanding to which the Seller is a party or by which any of its assets is bound.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if ( a ) you willfully fail to comply with the notice of dispute requirement discussed above , or ( b ) in the event the arbitrator determines the claim ( s ) you assert in the arbitration to be frivolous , you agree to reimburse ebay for all fees associated with the arbitration paid by ebay on your behalf that you otherwise would be obligated to pay under the aaa 's rules .

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: For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective on the Effective Date and shall survive until the closing of any Redemption (the “ Term ”) unless this Agreement is earlier terminated in accordance with Section 3. All rights and obligations whatsoever of the Parties hereunder shall terminate upon any Redemption, unless otherwise specifically set forth herein.

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: Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the issuance, sale and purchase of the Shares contemplated by this Agreement and the funding of the Loan in accordance with the Term Loan Agreement shall take place at a closing (the “ Closing ”) to be held at 10:00 a.m. (New York time) at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019 on the third Business Day after the date that the parties have received notice that each of the conditions set forth in Article VI of this Agreement has been satisfied or has been waived in accordance with the terms hereof (such date, the “ Closing Date ”), or at such other date, time and place as the Company and the Investor may mutually agree upon in writing.

assistant: Closings
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 Parent shall take, and cause each other Loan Party to take, such actions as are necessary or as the Administrative Agent or the Required Lenders may reasonably request from time to time to ensure that the Secured Obligations are (i) secured by first priority, perfected Liens on substantially all of the property (real and otherwise), rights and other assets of the Greens Creek Group with respect to the Greens Creek Mine and the Greens Creek Joint Venture, including a collateral assignment of the Greens Creek Joint Venture Agreement, (ii) secured by all Equity Interests of each Person in the Greens Creek Group; and (iii) guaranteed by each Guarantor (including (A) upon the acquisition or creation thereof, any Material Domestic Subsidiary acquired or created after the Effective Date, and (B) subject to the terms of Section 5.16 , Aurizon), in each case as the Administrative Agent may determine, including (x) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, collateral access agreements, financing statements and other documents, and the filing or recording of any of the foregoing and (y) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the net proceeds hereunder to repay the entire amount due under that certain convertible note dated January 5, 2016 made by the Company in favor of St. George Investments and for general working capital purposes, and shall not use such proceeds: (a) for the satisfaction of any portion of any of the Company's other debt (other than payment of trade payables in the ordinary course of the Company's business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

assistant: Use Of Proceeds
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 hereby employs the Employee, and the Employee hereby accepts such employment under this Agreement, for the period commencing on the date hereof and ending June 30, 2021 (or such earlier date as is determined in accordance with Section 9 hereof). Additionally, prior to July 1 of each year, the Employee’s term of employment and this Agreement shall be extended for an additional one-year period beyond the then effective expiration date, provided that the Compensation Committee of the Board determines in a duly adopted resolution that the performance of the Employee has met the Board’s requirements and standards, and that this Agreement shall be extended. Prior to July 1 of each such year, the Compensation Committee and the Board shall meet to review the Employee’s performance and determine whether the term of this Agreement shall be extended. By written notice, the Board will inform the Employee as soon as possible after the Board’s annual review whether the Board has determined to extend the term of this Agreement.

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: Each Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Each Seller and each of its Affiliates is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchased Assets.

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: AND JUDGMENT TACHA, Circuit Judge. After examining the briefs and appellate record, this panel has determined unanimously to grant the parties’ request for a decision on the briefs without oral argument. See Fed.R.App.P. 34(f); 10th Cir.R. 34.1(G). The case is therefore ordered submitted without oral argument. Defendant Marco Antonio Arreola-Najera plea 6 (7th Cir.1992) (<HOLDING>). This circuit has not resolved the issue. As Options: A. holding that note 9 does not preclude downward departure where defendant had no control over or knowledge of the highlevel purity of methamphetamine involved B. holding that note 9 did not authorize downward departure based on drug purity C. holding that the district courts denial of a downward departure was an exercise of discretion and therefore not reviewable D. holding that district court did not have authority to depart downward under note 9 based on low purity of methamphetamine involved in case E. holding that a defendants substance abuse or addiction does not justify a downward departure

assistant: The best answer is B. holding that note 9 did not authorize downward departure based on drug purity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: After the execution of this Agreement, the Stockholder may submit reasonably detailed documentation (without any obligation to disclose any attorney-client privileged information or any attorney-work-product) of the Stockholder’s actual out-of-pocket fees, costs and expenses incurred in connection with the 2018 annual meeting of the Company’s stockholders and the negotiation of this Agreement and the transactions contemplated hereby. Within three (3) business days after submission of such documentation together with wire instructions for the applicable payments, the Company shall reimburse the Stockholder for such fees, costs and expenses, by wire transfer in accordance with such wire instructions; provided , that such reimbursement shall not exceed $5,000,000 in the aggregate. Except as otherwise provided in this Section 11 , all fees, costs and expenses incurred by each of the Parties shall be borne by such party.

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 legal provision and list the applicable contract clause categories. Provision: As a condition to the delivery of shares of Common Stock, Holder must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Holder fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. For purposes of this Award, “Fair Market Value” as of any date means the value determined by reference to the closing price of a share of Common Stock as finally reported on the New York Stock Exchange for the trading day immediately preceding such date. Any fraction of a share of Common Stock which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or delivered until the Required Tax Payments have been satisfied in full.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: N.A. v. First Interstate Bank of Denver, N. A., 511 U.S. 164, 173, 114 S.Ct. 1439, 128 L.Ed.2d 119, (1994)). Marck has not alleged, nor has it offered any evidence to show, that the mugs used by Mugworld were declared a violation of the Tariff Act through the administrative procedures set forth under 19 C.F.R. §§ 12.42-12.44. Int’l Labor Rights Fund v. U.S., 391 F.Supp.2d 1370, 1370-71 (Ct. Int’l Trade.2005); Assoc. Imports, Inc., 609 F.Supp. at 598. Therefore, it cannot have standing to assert the claims it makes here. Moreover, even if it were able to show that the Peng Companies’ actions were declared violations of the Tariff Act, Marck has not shown how it is the sort of entity who has a cognizable interest under the Tariff Act’s provisions. See McKinney, 614 F.Supp. at 1235 (<HOLDING>). As noted by the Court of International Trade, Options: A. holding that standing of a qui tam plaintiff under the false claims act requires an injury to the united states B. holding that plaintiffs did not have standing because they did not sue the party with the clear ability to act C. holding denial of entry into a void contract not cognizable under 1981 D. holding that because tariff act does not provide a legally cognizable interest to consumers to prevent the entry of forced labor goods into the united states consumer plaintiffs did not have standing to bring claims under it E. holding that plaintiffs lacked standing to bring securities claims relating to funds that plaintiffs did not own

assistant: The best answer is D. holding that because tariff act does not provide a legally cognizable interest to consumers to prevent the entry of forced labor goods into the united states consumer plaintiffs did not have standing to bring claims under it
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: At any time following the execution and delivery of the Security Agreement, the security interest in the collateral purported to be created by the Security Agreement shall fail or cease to be, or shall be asserted in writing by Borrower not to be, a valid and perfected first-priority security interest (subject only to General Permitted Liens or Equipment Permitted Liens, as applicable) in assets covered thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that, while employed by the Company, Executive will occupy a position of trust and confidence. The Company and its Affiliates shall provide Executive with “ Confidential Information ” as referred to below. Executive shall not, except as may be required to perform Executive’s duties hereunder or as required by applicable law, without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, whether directly or indirectly, any Confidential Information regarding the Company and/or any of its Affiliates.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations) (collectively, the “ Severance Benefits ”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60 th ) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60 th ) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

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: and delays in OHR proceedings supposedly attributable to Latham by virtue of its status as a large law firm.. Opp’n at 5: Ms. Peart’s lack of legal representation or a job is not grounds for tolling. See Ferguson v. Local 689, Amalgamated Transit Union, 626 F.Supp.2d 55, 61 n. 2 (D.D.C.2009) (“Although it is true that courts lib erally construe pro se filings, a case in which a plaintiff fails to meet a statutory deadline but attributes it to her pro se status is not one in which a court should toll the statute of limitations.” (internal citation omitted)). Likewise, there is no basis in law or reason for applying either equity doctrine to this matter merely because Latham mounted a defense before OHR or because the agency proceedings were slow. See Irwin, 498 U.S. at 96, 111 S.Ct. 453 (<HOLDING>); Hunt v. Georgia Dep’t of Cmty. Affairs, 490 Options: A. recognizing appropriateness of tolling where the complainant has been induced or tricked by his adversarys misconduct into allowing the filing deadline to pass B. holding that equitable tolling of a statute of limitations may be triggered 1 where a plaintiff has actively pursued his judicial remedies by a filing a defective pleading during the statutory period or 2 where a plaintiff was induced or tricked by his adversarys misconduct into allowing the filing deadline to pass C. holding that the 180day filing deadline is jurisdictional and mandatory D. holding that in this context the filing deadline is tantamount to a statute of limitations E. recognizing equitable tolling in the title vii context where the plaintiff has been deceived lulled into inaction actively misled or has in some extraordinary way been prevented from asserting his or her rights quotations and citations omitted

assistant: The best answer is A. recognizing appropriateness of tolling where the complainant has been induced or tricked by his adversarys misconduct into allowing the filing deadline to pass
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 name on the lawsuit was incorrect, but, when Ronje offered to take the petition and citation back, Jesse said that he was the person being sued and to leave the documents with him. Based on the uncontroverted evidence, we conclude that service on Jesse was not defective. See Dezso, 926 S.W.2d at 373-74. Like Jesse, Southern Customs does not assert that it was misled by the misnomer. However, Southern Customs’s claim raises a slightly different issue in that the name of the party served, “Southern Custom’s [sic] By [sic] delivery to Robert Sutherland,” is not the complete name of the party in the petition and citation. See Hercules Concrete Pumping Serv., Inc. v. Bencon Mgmt. & Gen. Contracting Corp., 62 S.W.3d 308, 311 (Tex.App.-Houston [1st Dist.] 2001, pet. denied) (op. on reh’g) (<HOLDING>). However, “[t]here is no showing in the record Options: A. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service B. holding service of process defective when the return receipt is not signed by the addressee C. holding that service of a statecourt summons and complaint after removal to federal court is valid service D. holding in restricted appeal that service was defective when the return cited service on hercules concrete pumping and not on hercules concrete pumping service inc E. holding that an attempted service on the partys counsel was insufficient without proof of the counsels actual authority to receive service

assistant: The best answer is D. holding in restricted appeal that service was defective when the return cited service on hercules concrete pumping and not on hercules concrete pumping service inc
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: however , we have the right , without payment to you or others , to serve ads near your content and information , and your social actions on sponsored content and company pages may be visible , as noted in the privacy policy .

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: Participant shall become vested with respect to, and thereupon have a non-forfeitable right to, the shares of Stock underlying the Units granted pursuant to Section 2(a) on «Vesting_Date», subject to possible Accelerated Vesting under Section 2(d) below, provided that , Participant shall have remained continuously in the employ of the Company (or any Participating Company) from the Effective Date through such vesting date (herein referred to as the "Vesting Date").

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 case excerpt and choose the best holding from the options. Case excerpt: no opposition papers,” forcing the state court proceedings off calendar and strongly suggesting Scott acted to delay the state court proceedings. Moreover, Scott failed to attach the required state court papers with the notice of removal, providing the court a misleading picture of the nature of the state court action. The bankruptcy court’s statements at the sanctions hearing confirm it found Scott’s conduct was tantamount to bad faith: It stated the notice of removal was intended to “delay the sanction hearing, without any basis whatsoever,” and described Scott’s actions as “outrageous,” and done “for a totally improper motive.” See In re Lehtinen, 564 F.3d at 1061 (evaluating evidence adduced at a sanctions hearing as support for a bankruptcy court’s implied finding of bad f 003) (<HOLDING>); In re Rainbow Magazine, Inc., 77 F.3d 278, Options: A. holding that filing a bankruptcy petition days before an important state court deadline amounted to bad faith and upholding sanctions under rule 9011 B. holding that a bad faith claim is a tort C. holding that rule 9011 allows a bankruptcy court to sanction attorneys parties and individuals that sign and file false documents in badfaith with the court D. holding that regarding rule 9011 this court is only concerned with documents filed in this court and thus filings in state court provide no basis to impose sanctions under rule 9011 E. holding sanction of 250000 under federal rule of bankruptcy procedure 9011 to be excessive and reducing to 5000

assistant: The best answer is A. holding that filing a bankruptcy petition days before an important state court deadline amounted to bad faith and upholding sanctions under rule 9011
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 (including the annexes and exhibits hereto) and the Related Agreements constitute the entire agreement, and supersede and cancel all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party and their respective successors, legal representatives and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except for the provisions of Section 1.4 , Article II and Section 3.3 (and, in each case, the related definitions and rules of interpretation hereunder), which shall, in each case, be directly enforceable by the beneficiaries contemplated thereby as if such Persons were parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will, effective as of September 30, 2017, terminate automatically without any action by any party hereto (and the closing shall not occur) if the required NASDAQ approval of the Exchange has not been received on or before September 29, 2017.

assistant: Terminations
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 Employer agrees to pay the Employee during the term of this Agreement a base salary at the rate of Three hundred ten thousand Dollars ($310,000) per annum, which shall be paid in cash in accordance with the Employer’s normal payroll practices for its salaried employees from time to time in effect. Such rate of salary may be periodically increased by, and at the sole discretion of, the Board or its Compensation Committee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall not directly or indirectly, use the proceeds of any Advance or issuance of a Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Bank, Arranger, Agent, Issuing Bank, or otherwise) of Sanctions.

assistant: Sanctions
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: 719 (1949); Triffin v. Automatic Data Processing, Inc., 411 N.J.Super. 292, 310-11, 986 A.2d 8 (App.Div. 2010). The remedy sought “remains the most persuasive factor.” Weinisch, supra, 123 N.J. at 344, 587 A.2d 615. That said, only the Legislature can confer litigants with a right to a trial by jury if the action did not exist at common law. See State v. Sailor, 355 N.J.Super. 315, 322, 810 A.2d 564 (App. Div.2001) (“When the Legislature wants to provide for the right to a jury trial, it has done so by express provision”). Thus, in Sailor, it was observed that “since 1951, the right to a jury trial for newly created statutory causes of action has been denied unless the statute so provides.” Id. at 320, 810 A.2d 564 (citing Montclair v. Stanoyevich, 6 N.J. 479, 494, 79 A.2d 288 (1951) (<HOLDING>)). In our comprehensive discussion of the right Options: A. holding that convictions before magistrates for small criminal offenses were unknown at common law and therefore defendant had no right to jury trial B. holding that a criminal defendant has a sixth amendment right to counsel at trial C. holding that when a defendant stipulates to prior convictions in prosecutions for aggravated offenses under ndcc 390801 submission of prior convictions to a jury constitutes reversible error D. holding that jury trial not required before imposition of penalty for selling intoxicating liquors contrary to city ordinance reasoning that prior to 1776 the legality of convictions before magistrates for petty offenses and for violations of police regulations without trial by jury was unquestioned E. holding that a defendant has right to be represented by counsel in all criminal trials for serious offenses

assistant: The best answer is A. holding that convictions before magistrates for small criminal offenses were unknown at common law and therefore defendant had no right to jury trial
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: `` intellectual property rights '' means unpatented inventions , patent applications , patents , design rights , copyrights , trademarks , service marks , trade names , domain name rights , mask work rights , know-how and other trade secret rights , and all other intellectual property rights , derivatives thereof , and forms of protection of a similar nature anywhere in the world and any goodwill associated therewith .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower hereby agrees to defend, indemnify and hold harmless the Lender, its respective directors, officers, employees, agents, successors and assigns (in their capacities as such) from and against any and all losses, damages, liabilities, claims, actions, judgments, court costs and reasonable legal fees or other expenses (including, without limitation, attorneys’ fees and expenses) which Lender may incur as a direct consequence of: (a) the purpose to which Borrower applies the Loan proceeds; (b) the failure of Borrower or guarantor to perform any obligations as and when required by this Agreement, any of the other Loan Documents or any Other Related Document; (c) any failure at any time of Borrower’s representations or warranties to be true and correct; or (d) any act or omission by Borrower, constituent partner or member of Borrower, any contractor, subcontractor or material supplier, engineer, architect or other person or entity with respect to the Property. Borrower shall pay to Lender within ten (10) days after demand thereof any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of interest applicable to the principal balance of the loan. Borrower’s duty and obligations to defend, indemnify and hold harmless the Lender shall survive cancellation of the notes.

assistant: Indemnity
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: leadership enhancement, arguing on appeal that he performed only the functions of a street-level drug dealer, the lowest rung on a drug-conspiracy ladder. Erasto challenges the district court’s application of the section 3B1.4 use of a minor enhancement, arguing on appeal that A.G.’s presence at a drug deal conducted by he and Pedro was not legally sufficient to support that enhancement. Consistent with our circuit precedent in Savillon-Matute and Hargrove, rather than review the merits of each of these challenges, we may proceed directly to an “assumed error harmlessness inquiry.” Hargrove, 701 F.3d at 162. In Savillon-Matute, we held that harmless error review applies to a district court’s procedural sentencing errors made during its Guidelines calculation. 636 F.3d at 123-24 (<HOLDING>). A Guidelines error is considered harmless if Options: A. holding that regulations that are unrelated to the content of speech are subject to an intermediate level of scrutiny quoting turner broad sys inc v fed commcn commn 512 us 622 642 114 sct 2445 129 led2d 497 1994 plurality opinion B. holding that the rule announced in simmons v south carolina 512 us 154 114 sct 2187 129 led2d 133 1994 doesnt apply retroactively on collateral review C. holding that procedural errors at sentencing are routinely subject to harmlessness review quoting puckett v united states 556 us 129 141 129 sct 1423 173 led2d 266 2009 D. holding on the basis of melendezdiaz v massachusetts us 129 sct 2527 174 led2d 314 2009 that a certificate of norecord is testimonial E. recognizing that references to and descriptions of the jurys verdict as advisory as a recommendation and of the judge as the final sentencing authority are permissible under romano v oklahoma 512 us 1 114 sct 2004 129 led2d 1 1994

assistant: The best answer is C. holding that procedural errors at sentencing are routinely subject to harmlessness review quoting puckett v united states 556 us 129 141 129 sct 1423 173 led2d 266 2009
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: detention of mail not in [the addressor’s] custody or control amounts to at most a minimal or technical interference with [the addressor’s] person or effects, resulting in no personal deprivation at all.” United States v. Place, 462 U.S. 696, 718 n. 5, 103 S.Ct. 2637, 77 L.Ed.2d 110 (1983) (Brennan, J., concurring) (quoting United States v. Place, 660 F.2d 44, 53 (2d Cir.1981), aff'd, 462 U.S. 696, 103 S.Ct. 2637, 77 L.Ed.2d 110 (1983)). Although a person has a legitimate interest that a mailed package will not be opened and searched en route, see United States v. Jacobsen, 466 U.S. 109, 114, 104 S.Ct. 1652, 80 L.Ed.2d 85 (1984), there can be no reasonable expectation that postal service em ployees will not handle the package or that they will not view its exterior, cf. Sm h Cir.2000) (<HOLDING>). The Supreme Court has held that even though Options: A. holding that no jury could reasonably fail to find that it was objectively reasonable for the officers to take the actions they did when the only invasion of privacy that occurred was entry and an emergency sweep a search of the premises was not conducted until the magistrate informed of what the officers had learned on the scene prior to entry explicitly authorized a search of the third house B. holding that the court had no power to sanction conduct that occurred in an arbitration C. holding only that persons in automobiles on public roadways may not for that reason alone have their travel and privacy interfered with at unbridled discretion of police officers D. holding that no detention occurred when the officers had not delayed or interfered with the normal processing of the package E. holding that no search occurred when police officers entered an open business

assistant: The best answer is D. holding that no detention occurred when the officers had not delayed or interfered with the normal processing of the package
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 (i) he has had an opportunity to seek advice of counsel in connection with this Severance Agreement, and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Severance Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Severance Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

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 any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company or the Partnership (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

assistant: Benefits