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: accord United States v. Leonard, 529 F.3d 83, 88 (2d Cir.2008). Libaire has not alleged, much less adduced evidence sufficient to permit a rational factfinder to conclude, that his 2005 payment was motivated “solely by the prospects of a return on his investment.” United Hous. Found, v. Forman, 421 U.S. at 852, 95 S.Ct. 2051 (internal quotation marks omitted). To the contrary, the record evidence demonstrates that the 2005 payment was for annual membership dues, which were required by the corporate bylaws and afforded Libaire access to and use of the hunting preserve and related facilities maintained by North Fork. For these reasons, Libaire has failed as a matter of law to satisfy the reasonable expectation of profits element of a security. See, e.g., id. at 852-53, 95 S.Ct. 2051 (<HOLDING>). Because Libaire’s only qualifying purchase of Options: A. holding that puffery is not actionable under the securities laws B. holding that when a purchaser is motivated by a desire to use or consume the item purchased the securities laws do not ap ply C. holding that evidence was sufficient to support convictions for willfully engaging in fraudulent conduct in connection with sale of securities because kjnowledge that the act violates the securities laws is not relevant D. holding that provision of securities exchange act allowing injunction against one who is violating or will violate securities laws does not confer subject matter jurisdiction over dispute with individual not accused of such violations E. holding that claims alleging that the debtor fraudulently induced the claimants to retain securities they had purchased from the debtor arise from the purchase or sale of those securities for purposes of 510b

assistant: The best answer is B. holding that when a purchaser is motivated by a desire to use or consume the item purchased the securities laws do not ap ply
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: Whenever possible, each provision of this Agreement and any Terminal Service Order will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or a Terminal Service Order or the application of any such provision to any Person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof or thereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All Grants of equity-based incentives issued pursuant to the Plan shall be subject to forfeiture as required under (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.

assistant: Forfeitures
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 Borrowers shall reimburse the Administrative Agent and the Lenders for all fees and expenses of the Administrative Agent and the Lenders (including without limitation, all fees and expenses of counsel to the Administrative Agent) incurred in connection with the Loan Documents, including without limitation this Agreement.

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: Each Borrower will, and will cause each Subsidiary to, (a) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and (b) perform in all material respects its Contractual Obligations, in each case except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by the Company, its Subsidiaries and their respective employees, officers, directors and agents with Applicable Anti-Corruption Laws and applicable Sanctions.

assistant: Compliance With 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a resident of the european union : notwithstanding anything in these terms to the contrary , if there is a dispute that you and under armour can not resolve , you have the right to submit a complaint through http://ec.europa.eu/consumers/odr .

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 Partnership may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Partnership or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Partnership would have the power to indemnify such Person against such expense, liability or loss under the DGCL if the Partnership were a corporation organized under the DGCL. To the extent that the Partnership maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights of indemnification have been granted as provided in Section 11.02 shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held unenforceable by a court or tribunal of competent jurisdiction because it is invalid or conflicts with any Law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected. In such event, the Parties shall negotiate a substitute provision that, to the extent possible, accomplishes the original business purpose.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the support companies do not have any power or authority to render the service , to represent booking.com or to enter into any contract in the name of , for or on behalf of booking.com .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under applicable law in connection with the execution, delivery and performance by each Seller, Guarantor and each Seller Party Subsidiary of each Program Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in the Agreement, any Bonus payable under this Exhibit B shall be paid in cash in a single lump sum to Executive at the time(s) determined by the Committee in its reasonable discretion, provided that the Bonus shall be paid in its entirety no later than ninety (90) days after the Company’s Fiscal Year to which the payment relates.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the Knowledge of Seller, the Intellectual Property Rights in the Business Intellectual Property that are the subject of any issued registration are valid and enforceable. Seller does not know of any facts or circumstances that could impair the validity or enforceability of any Intellectual Property Right in the Business Intellectual Property.

assistant: Enforceability
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: at 584. ¶ 9 In Lam v. Peyton, 268 F.Supp. 253, 254 (W.D.Va.1967), the court relied on that language in Kercheval in rejecting the defendant’s claim that the state had been required to provide independent evidence of the corpus delicti through a witness in a guilty plea proceeding. The court concluded that “corpus delicti must be established in order to admit an extra-judicial confession” and refused to apply that rule to “a formal plea of guilty.” Id.; see also Waley v. United States, 233 F.2d 804, 806 (9th Cir.1956) (corpus delicti rule inapplicable to plea of guilty made at trial); State v. Lee, 335 N.C. 244, 439 S.E.2d 547, 568 (1994) (finding corpus delicti rule inapplicable at jury trial for sentencing of defendant who had pled guilty to first-degree murder); Mullen, supra, at 408 (<HOLDING>); but see Commonwealth v. Fears, 575 Pa. 281, Options: A. recognizing first two exceptions B. recognizing exceptions to immunity C. recognizing the permissible use of hearsay without corroboration D. recognizing two exceptions to eleventh amendment bar E. recognizing infrajudicial statements among exceptions to corpus delicti rule defendant may plead guilty without independent proof of a crime and a defendants incourt confession requires no corroboration

assistant: The best answer is E. recognizing infrajudicial statements among exceptions to corpus delicti rule defendant may plead guilty without independent proof of a crime and a defendants incourt confession requires no corroboration
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: relates to Melissa’s financial condition and ability to support her children. See, e.g., In re Marriage of Gehl, 486 N.W.2d 284, 287 (Iowa 1992) (“[T]he new spouse’s income can be considered as it relates to the divorced custodial parent’s overall financial condition and ability to support the child.”); Page v. Page, 219 N.W.2d 556, 558 (Iowa 1974) (considering income of noncustodial parent’s spouse in deciding the appropriate amount of child support). Melissa and Jeff also have a child of their own, whom they must support on the couple’s income. This new dependent is a consideration in deciding whether there has been a substantial change in circumstances. See Iowa Code § 598.21C(l)(d). There was significant disagreement at the modification trial about Scott’s income. Scott p wa 1991) (<HOLDING>). In the 2008 temporary child support order, Options: A. holding plaintiff entitled to depreciation after repairs in determining the vehicles value at the time of the theft allowance must be made for depreciation then accrued B. holding that depreciation could not be deducted from cost to repair building to its condition prior to fire under actual cash value policy C. holding that depreciation in land value caused by a material change in a highway grade which made access to the property difficult is compensable D. holding that the exspouse should be allowed a deduction for depreciation determined under the straight line method of depreciation rather than under the accelerated method E. recognizing that determination of appropriate sentence to be imposed should ordinarily be determined by the trial court on remand rather than at the appellate level

assistant: The best answer is D. holding that the exspouse should be allowed a deduction for depreciation determined under the straight line method of depreciation rather than under the accelerated method
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 also agree not to use the app to violate any applicable law , rule , or regulation ( including but not limited to the laws of trespass ) or the trainer guidelines , and you agree not to encourage or enable any other individual to violate any applicable law , rule , or regulation or the trainer guidelines .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge that you will be exposed to various aspects of the service involving the conduct , content , and services of users , and that linden lab does not control and is not responsible or liable for the quality , safety , legality , truthfulness or accuracy of any such user conduct , user content or user services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay the Employee, in accordance with the Company's regular payroll practices, a base salary at the annualized rate of $ 289,000. Such salary shall be subject to adjustment thereafter, as determined by the Board or a committee or designee thereof.

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: All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile and e-mail communication) and delivered, to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile or e-mail shall be effective when sent, and notices and communications sent by other means shall be effective when received.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, any Borrower, or the Company on behalf of the applicable Borrower, may request the issuance of Letters of Credit denominated in Agreed Currencies for its own account or for the account of a Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be governed by the terms and conditions hereof. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of the Issuing Bank applicable to letters of credit generally.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Senior Loan Participants agree to indemnify the Senior Agent ratably in accordance with their respective Senior Loan Certificates (or, prior to the issuance of the Senior Loan Certificates, their respective Senior Commitments), and the Junior Loan Participants agree to indemnify the Junior Agent ratably in accordance with their respective Junior Loan Certificates (or, prior to the issuance of the Junior Loan Certificates, their respective Junior Commitments), in each case for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Agent (including by any Loan Participant) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Operative Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Loan Participant shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of such Agent.

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 case excerpt and choose the best holding from the options. Case excerpt: (<HOLDING>); but see Ludewig v. Houston Pipeline Co., 737 Options: A. holding that because the order lacked an independent basis it was an abuse of discretion to issue the mutual restraining order B. holding that failure to include right to appeal in statute indicated legislature did not intend to permit appeal from denial of temporary restraining order C. holding that violations of a courts temporary restraining order can be redressed as an unlawful act claim under the ucl D. holding injunction was proper after state court entered a temporary restraining order against defendants many of whom were also defendants in a federal multidistrict action because the restraining order would interfere with the multidistrict courts ability to dispose of the action before it E. holding temporary restraining order void because court waived bond

assistant: The best answer is E. holding temporary restraining order void because court waived bond
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: FINAL JUDGEMENT MARCIA G. COOKE, District Judge. On October 10, 2007,1 held a hearing on Plaintiffs’ Motion for Default Final Judgment and find it meritorious for the reasons stated below. Defendant SDW Realty, LLC (“SDW”) jointly owns the apartment complex at is sue. As the other defendants have declared bankruptcy and settled, SDW remains the sole defendant in this case. On May 11, 2007,1 found that SDW was an unrepresented .corporation in violation of my Order to attend mediation. [DE 27]. I directed SDW to show good cause why I should not enter default and levy sanctions against it. [DE 42]. See Palazzo v. Gulf Oil Corp., 764 F.2d 1381 (11th Cir.1985) (<HOLDING>). SDW ignored my Order, so I entered default on Options: A. holding that a corporate entity must be represented by licensed counsel B. holding that corporation could not assign rights to pro se litigant to circumvent rule that corporation must be represented by licensed attorney C. recognizing a defendants constitutional right to be represented by counsel of his own choice D. holding that a defendant has right to be represented by counsel in all criminal trials for serious offenses E. holding that connecticut courts look to the identity or instrumentality test to determine whether one corporate entity can properly be held responsible for the obligations of another corporate entity

assistant: The best answer is A. holding that a corporate entity must be represented by licensed counsel
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: years. Labrum’s maximum term is accordingly 20 years, rather than 26 years as stated by the Board of Pardons. 5 . The record indicates that the court reporter did record objections interposed during the course of the trial court’s instructions to the jury. Specifically, counsel objected to one of the jury instructions because the trial judge apparently failed to instruct the jury on one of the factors the jury should consider in weighing the credibility of eye-witness identification. The judge corrected the error. 6 . Rule 11(g) of the Utah Rules of Appellate Procedure provides a means to include the substance of the missing comments in the record. The procedure has not been employed in this case. See also Mark Vil Fin. Consultants Corp. v. Smedley, 792 P.2d 130, 134 (Utah App.1990) (<HOLDING>) (quoting Franklin Fin. v. New Empire Dew. Co., Options: A. holding that parties have burden of compiling record that will adequately preserve their arguments for review in the event of an appeal B. holding parties are to confine their arguments and factual recitations to matters contained in the record C. holding defendant failed to preserve burden of proof issue for appeal D. holding arguments not raised on appeal waived E. holding court will generally not consider arguments presented for the first time on appeal

assistant: The best answer is A. holding that parties have burden of compiling record that will adequately preserve their arguments for review in the event of an appeal
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: box, .was too small to fit an assault rifle. 2. The package was not immediately recognizable as contraband, preventing seizure under the plain-view doctrine. 3. Deputy Barker could discover whatever lay in the back of the trunk by leaning over the speaker box and searching with his hands. 4. The compartment behind the armrest (where the cocaine was found) was'too small to contain an assault rifle. 5. Deputy Barker did not know whether the car had a trunk-access panel. We reject Mr. Mirabais first argument. Deputy Barker testified based on his mili tary experience and familiarity with assault rifles. In light -of this experience, he testified that a rifle could have fit behind the speaker box. See Ornelas v. United States, 517 U.S. 690, 699, 116 S.Ct. 1657, 134 L.Ed.2d 911 (1996) (<HOLDING>). The district court had little reason to Options: A. recognizing that police officers can draw inferences from prior experience B. holding courts are obligated to draw all reasonable inferences in plaintiffs favor C. holding court obligated to draw all reasonable inferences in plaintiffs favor D. holding that triers of fact may draw only reasonable inferences E. holding that courts are obligated to draw all reasonable inferences in plaintiffs favor

assistant: The best answer is A. recognizing that police officers can draw inferences from prior experience
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a record cannot qualify as a business record if it was prepared for purposes of litigation. See, e.g., United States v. Feliz, 467 F.3d 227, 234 (2d Cir.2006). But where a document is created primarily for the government to use it as a substitute for live testimony in a criminal prosecution, the fact that the document might happen to fall within the jurisdiction’s business records exception to the hearsay rule does not render the document non-testimonial. Accordingly, because DEA chemist’s reports are created expressly for use in criminal prosecutions as a substitute for live testimony against the accused, such reports are testimonial, whether or not they happen to meet this jurisdiction’s definition of a business record. See State v. Caulfield, 722 N.W.2d 304, 309-10 (Minn.2006) (<HOLDING>). ' Citing Howard, 473 A.2d at 839, the Options: A. holding that bureau of criminal apprehension bca laboratory report identifying a substance as cocaine was testimonial and implicated defendants right to confrontation B. holding that state bureau of criminal apprehension laboratory report offered at trial to prove that substance seized from defendant was cocaine was clearly prepared for litigation and was testimonial C. holding forensic laboratory experts statement that substance was cocaine is testimonial for sixth amendment confrontation clause purposes D. holding that fdle lab report reflecting that substances possessed by defendant were marijuana and cocaine was testimonial as such document was accusatory was prepared by law enforcement pursuant to a police investigation and was admitted to establish an element of the crime E. recognizing that evidence regarding the high price the defendant had paid for the substance in question was relevant to show the substance was cocaine

assistant: The best answer is B. holding that state bureau of criminal apprehension laboratory report offered at trial to prove that substance seized from defendant was cocaine was clearly prepared for litigation and was testimonial
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: Receipt by the Lender of certificate(s) of insurance to evidence a fully paid policy or policies of comprehensive public liability insurance naming Lender as an additional insured thereunder in an amount not less than Two Million and No/100 Dollars ($2,000,000.00) in the aggregate with not less than One Million and No/100 Dollars ($1,000.000.00) per occurrence; in any event, the amount of all insurance shall be sufficient to prevent any co-insurance contribution on any loss, with each policy providing for a thirty (30) day prior written notice of cancellation, amendment or alteration.

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

user: The Recipient agrees that all Confidential Information will be held and maintained by it in the strictest confidence, will be used by it solely and exclusively for the purpose of evaluating, negotiating and implementing a Restructuring, and will not, directly or indirectly, be used or disclosed by it for any other purpose whatsoever.

assistant: Yes
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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) that would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, nor to the knowledge of the Company is there any reasonable basis for any such Action that would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under Securities Laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or, to the knowledge of the Company, any current or former director or officer of the Company, nor any current or former officer, director, control person, principal shareholder, or creditor with respect to the relationship of any of the foregoing to the Company, nor to the knowledge of the Company is there any reasonable basis for any of the foregoing. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that a Change in Control occurs during the Performance Cycle, all outstanding PSUs shall be canceled in exchange for a payment equal to the greater of the amount that would have been payable in respect to such Award (a) had the performance with respect thereto been achieved at target or (b) based on the actual performance to the date of the Change in Control (or the closest date to the Change in Control as of which such performance may reasonably be determined). Any amounts payable shall be made in accordance with Section 9 of the Plan.

assistant: Change In Control
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: with voters actually waiting in line to cast their ballots. See Dayton Hudson Dept. Store v. NLRB, 987 F.2d 359, 364 (6th Cir.1993) (“Where the conversation is not prolonged, and where it does not involve party representatives’ conversing with voters waiting in line to vote or in the actual polling area, Mil-chem is inapplicable.”) All of the cases cited by the Employer applying the Mil-chem rule involved conversations between a party agent and voters who were either in the polling area or actually waiting in line to vote. See NLRB v. Carroll Contracting and Ready-Mix, Inc., 636 F.2d 111, 112-13 (5th Cir.1981) (finding the Mil-chem rule violated where electioneering activity outside polling place included speaking "with employees waiting in line to vote); Midwest 5, 1140 (7th Cir.1987) (<HOLDING>). Since the Milchem rule does not apply, the Options: A. holding that the measure of damages for breaching a building construction contract is ordinarily such sum as is required to make the building conform to the contract B. holding that rental value was properly included as part of damages on action for breach of building contract where contractor failed to complete building within contracted time C. holding that electioneering approximately fifty feet from entrance to building did not violate the milchem rule where those waiting in line to vote were inside the building while the polls were open D. holding that speaking to employees in a parking lot near the polling place while the polls were open did not violate the milchem rule E. holdingextra expense coverage for the construction of a new building when the insured previously rented the building contravened the parties intent

assistant: The best answer is C. holding that electioneering approximately fifty feet from entrance to building did not violate the milchem rule where those waiting in line to vote were inside the building while the polls were open
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 result of reasonable trial strategy.” And given that Howard has not made a contrary showing in this regard, he has failed to demonstrate that his trial counsel performed deficiently. Decided February 1, 2017. Jonathan P Waters, for appellant. K. David Cooke, Jr., District Attorney, Jason M. Wilbanks, Assistant District Attorney, for appellee. For all of the foregoing reasons, we affirm Howard’s convictions and the denial of his motion for new trial. Judgment affirmed. Reese and Bethel, JJ., concur. 1 See, e.g., Powell v. State, 310 Ga. App. 144, 144 (712 SE2d 139) (2011). 2 See former OCGA § 16-5-21 (a) (2) (1991). 3 See former OCGA § 16-5-40 (a), (b) (1994). 4 See former OCGA § 16-6-1 (a) (1994). 5 See former OCGA § 16-6-2 (a) (1994). 6 See English v. State, 30 E2d 390) (2013) (<HOLDING>); Wallace v. State, 294 Ga. App. 159, 159-60 Options: A. holding that a victims outofcourt identification was sufficient to support adjudication B. holdingthat evidence was sufficient to support defendants convictions on rape and aggravated assault charges C. holdingthat defendants moving victims from their own vehicle before shooting them was sufficient to support kidnappingwithbodilyinjury charge D. holding that where a defendant abandoned a vehicle in a subdivision near where the victims body was found there was sufficient evidence of intent to permanently deprive the owner of the vehicle E. holding evidence that defendant confined five victims with intent to terrorize them was sufficient to support kidnapping conviction

assistant: The best answer is C. holdingthat defendants moving victims from their own vehicle before shooting them was sufficient to support kidnappingwithbodilyinjury charge
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 and its Subsidiaries are in compliance with, and conduct their businesses in conformity with, all applicable Law (including Anti-Corruption Laws), except where the failure to be in compliance or conformity would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the Company, its Subsidiaries or their respective directors or officers, or to the Knowledge of the Company, their respective employees, agents, Affiliates, or representatives: (a) is a Designated Person, (b) is a Person that is owned or controlled by a Designated Person; (c) is located, organized or resident in a Sanctioned Country or (d) has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (i) with any Designated Person, (ii) in any Sanctioned Country, or (iii) otherwise in violation of Sanctions.

assistant: Compliance With 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 case excerpt and choose the best holding from the options. Case excerpt: ” Rule 52(b) provides that “[pjlain errors or defects affecting substantial rights may be noticed although they were not brought to the attention of the court.” The Supreme Court held in United States v. Olano, 507 U.S. 725, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993), that “Rule 52(b) leaves the discretion to correct the forfeited error within the sound discretion of the court of appeals, and the court should not exercise that discretion unless the error ‘seriously affect[s] the fairness, integrity or public reputation of judicial proceedings.’ ” Id. at 732, 113 S.Ct. 1770 (quoting United States v. Young, 470 U.S. 1, 15, 105 S.Ct. 1038, 84 L.Ed.2d 1 (1985)). Whether an error is prejudicial or harmless depends on whether it effects the outcome of the case. See id. at 734, 113 S.Ct. 1770 (<HOLDING>). In order to satisfy the “affecting Options: A. holding that the affecting substantial rights language of rule 52b means that the error must have been prejudicial it must have affected the outcome of the district court proceedings B. holding that the district court committed plain error by admitting evidence obtained in violation of the fourth amendment where the error did affect a substantial right of the defendants and the admission of evidence which should have been excluded did have a prejudicial impact on the jury C. holding that the rights of an aggrieved party are substantially affected if the outcome either would have or may have been different had the error not occurred D. holding that for an ineffective assistance of counsel claim to be established a defendant must show that but for counsels error the outcome of his proceedings would have been different E. recognizing under plain error review that the burden to show that substantial rights have been prejudiced is on the party that failed to raise the issue below and for an error to have affected substantial rights the error must have affected the outcome of the district court proceedings

assistant: The best answer is A. holding that the affecting substantial rights language of rule 52b means that the error must have been prejudicial it must have affected the outcome of the district court proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: This Section shall survive any termination, expiration or cancellation of this Non-Disclosure Agreement. The Parties shall, and shall cause their respective Representatives to, continue to comply with this Section notwithstanding expiration of the Term (as such term is defined below) or any earlier termination of this Non-Disclosure Agreement. Except with respect to any Information that is Customer Information, CEII or Personal Information, Recipient’s obligations and duties under this Non-Disclosure Agreement shall have a term of [ ] [()] years from the Effective Date (the “Term”), but in no event will the confidentiality obligations herein terminate less than one (1) year from the date of the last disclosure. Notwithstanding any such termination, all rights and obligations hereunder shall survive (i) for the Special Information Term for all Customer Information, CEII or Personal Information disclosed prior to such termination, and (ii) for the Term for all other Information disclosed prior to such termination.

assistant: Yes
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 sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may be changed only by a writing signed by both parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required pursuant to Section 3.4(d) shall, notwithstanding the provisions of this Section 11.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 11.8 shall survive payment of the Obligations and termination 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: No exercise or waiver, in whole or in part, of any right or remedy provided for in this Agreement shall operate as a waiver of any other right or remedy, except as otherwise provided herein. No delay on the part of any party in the exercise of any right or remedy shall operate as a waiver thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with its terms and conditions, will (a) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, or require any additional approval under any of the terms, conditions, or provisions of the articles of incorporation, by-laws, or other organizational documents of Oversight Servicer, as applicable, or of any mortgage, indenture, deed of trust, loan or credit agreement, or other agreement or instrument to which Oversight Servicer is a party or by which Oversight Servicer is bound, or of any law, ordinance, rule, or regulation of any governmental authority applicable to Oversight Servicer, or of any order, judgment, or decree of any court or governmental authority applicable to Oversight Servicer, or (b) result in the creation or imposition of any lien, charge, or encumbrance of any nature upon the Mortgage Loans or the properties or assets of Oversight Servicer.

assistant: No Conflicts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Maker will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of clarity and not by way of limitation, Borrower and Lender acknowledge and agree that this Consent Letter is one of the Loan Documents and that the indemnification provided pursuant to Section 12.2 of the Loan Agreement applies hereto.

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: Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Borrower or any other Borrower Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Loan of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and other taxes paid in the name of, or on behalf of, any Borrower or any other Borrower Party) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document and the Environmental Indemnity Agreement.

assistant: Expenses