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: OPINION AND ORDER HUVELLE, District Judge. On September 27, 1999, a Missouri jury awarded more than $20 million to a plaintiff injured in an August 29, 1997 collision between the vehicle in which she was a passenger and an Amtrak train. Following the verdict, National Railroad Passenger Corporation (“Amtrak”) notified its excess insurers — defendants Lexington Insurance Company, St. Paul Reinsurance Company Limited ., 357 F.Supp.2d 287 (D.D.C.2005) (<HOLDING>). At issue here are the requirements of the Options: A. holding that the charge was timely when filed within the statute of limitations period even though served after the period B. holding in the alternative that plaintiffs establishment clause claims were barred by laches C. holding that amtraks second suit seeking reimbursement under the policies covering the period from october 1 1996 to september 30 1997 was neither barred by the relevant statute of limitations nor the doctrine of laches D. holding that the plaintiffs claims under 22a452 were barred by the statute of limitations but declining to decide which statute to apply E. holding that constitutional claim that paternity suit should not be barred by statute of limitations is waived by failing to raise the issue before the trial court

assistant: The best answer is C. holding that amtraks second suit seeking reimbursement under the policies covering the period from october 1 1996 to september 30 1997 was neither barred by the relevant statute of limitations nor the doctrine of laches
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereby agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Selected Courts, this being in addition to any other remedy to which such party is entitled at Law or in equity.

assistant: Specific Performance
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: CURIAM. AFFIRMED. See Fla. R. Grim. P. 3.704(d)(14) (expressly providing that “pri- or record” on criminal punishment code scoresheet includes convictions for offenses committed by the offender as a juvenile); Mendoza-Magadan v. State, 217 So.3d 112, 113 (Fla. 4th DCA 2017) (rejecting defendant’s argument that his prior juvenile dispositions rendered without a jury trial should not be included on his score-sheet when calculating the lowest permissible prison sentence); Nichols v. State, 910 So.2d 863, 865 (Fla. 1st DCA 2005) (<HOLDING>) (citing N.C. v. Anderson, 882 So.2d 990 (Fla. Options: A. holding that a defendants prior juvenile dispositions are valid as prior criminal convictions because floridas juvenile procedures are constitutionally sound B. holding that jeopardy attaches in juvenile adjudication that determines whether juvenile violated criminal law C. holding that juvenile adjudications may not be used for impeachment purposes because the disposition of a juvenile does not constitute a criminal conviction D. holding that a juvenile adjudication may be used as a prior conviction for apprendi purposes E. holding apprendi exception for prior convictions encompasses juvenile adjudications

assistant: The best answer is A. holding that a defendants prior juvenile dispositions are valid as prior criminal convictions because floridas juvenile procedures are constitutionally sound
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: as part of this integration , the social networking services will provide us with access to certain information that you have provided to them , and we will use , store , and disclose such information in accordance with our 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: During the Employment Period, Employee shall be entitled to the benefits of such group medical, travel and accident, short- and long-term disability, and term life insurance (collectively, "Benefit Plans"), if any, as the Company shall make generally available from time to time to the Company's Executive officers, subject to and on a basis consistent with the terms, conditions and overall administration of such Benefit Plans.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

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 case excerpt and choose the best holding from the options. Case excerpt: language is another way of saying that failure of consideration is not available as a defense to the buyer because the seller has substantially performed. Similarly here the substantial incidents of ownership to the stock had already passed to Dodgen before the bank was closed. Dodgen and St. John expressly acknowledged this in the agreement which clearly recognized that Dodgen could exercise all ownership rights in the stock. The stock was reissued in Dodgen’s name; St. John merely held the stock as security for Dodgen’s promise to pay. For all intents and purposes St. John did everything essential to an executed sale except to surrender physical possession of the stock to Dodgen. Cf. Hull-Dobbs Motor Co. v. Associates Discount Corp., 241 Iowa 1365, 1368-69, 44 N.W.2d 403, 406 (1950) (<HOLDING>). St. John had to retain possession to Options: A. holding that sale of two obscene magazines to one detective in one transaction and sale of two obscene films to another detective in another transaction could result in only one conviction for each separate transaction B. holding that only one trier of fact should be used for the trial of what is essentially one lawsuit to settle one claim split conceptually into separate parts because of historical developments C. holding in the context of admiralty law that when a suit would become unnecessarily complicated if part is tried by a jury and part by a judge only one trier of fact should be used for the trial of what is essentially one lawsuit to settle one claim split conceptually into separate parts because of historical developments D. holding that immunity from suit precluded claim for breach of contract for sale of county property and request for specific performance of contract E. recognizing that a conditional sales contract divides itself into two parts one of a fully effected sale and one of a provision for securing payment

assistant: The best answer is E. recognizing that a conditional sales contract divides itself into two parts one of a fully effected sale and one of a provision for securing payment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered, sent by registered or certified mail or recognized overnight delivery service, or by electronic communication. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the third business day following the date shown on the postmark on the receipt for registration or certification. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in Company’s records.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: racketeering activity ... to acquire or maintain, directly or indirectly, any interest in or control of any enterprise which is engaged in ... [interstate commerce].” Extortion under 18 U.S.C. § 1951 is included in the definition of "racketeering activity," 18 U.S.C. § 1961(1); and "extortion" is defined as "the obtaining of property from another, with his consent, induced ... under color of official right,” 18 U.S.C. § 1951(b)(2). 9 . RICO § 1962(c) provides in part "[i]t shall be unlawful for any person employed by or associated with any enterprise engaged in ... interstate or foreign commerce ... to conduct or participate, directly or indirectly, in the conduct of such enterprise's affairs through a pattern of racketeering activity.” Mail fraud as defin p. 1275, 1283 (E.D.Mich.1992) (<HOLDING>). Plaintiffs indirectly concede this point in Options: A. holding civil action cannot be joined to a criminal appeal B. holding that an employer cannot be held liable under the ada if it had no knowledge of the employees alleged disability C. holding that a municipal corporation cannot form the requisite criminal intent and cannot be held liable under civil rico laws D. holding that minor cannot establish relationship of master and servant and so cannot be held liable under doctrine of respondeat superior E. holding that no judgment can be rendered against defendant who cannot be held liable

assistant: The best answer is C. holding that a municipal corporation cannot form the requisite criminal intent and cannot be held liable under civil rico 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: to create judicial precedent consistent with the opinions of this Circuit, the federal judiciary generally, and, as this is a matter of international convention, reach a result not entirely devoid of the awareness of the potential for international disparity. Nonetheless, it should be noted that there is a paucity of case law dealing with intra-court comity. Courts follow the doctrine to provide a uniform interpretation of the law. See United States v. Anaya, 509 F.Supp. 289, 293 (S.D.Fla.1980), aff'd sub nom United States v. Zayas-Morales, 685 F.2d 1272 (11th Cir.1982). Unlike circuit court panels where one panel will not overrule another, see Julius v. Johnson, 755 F.2d 1403, 1404 (11th Cir.1985), district courts are not held to the same standard. See Anaya, 509 F.Supp. at 293 n. 2 (<HOLDING>). While the decisions of their fellow judges Options: A. holding that an earlier precedential decision is binding precedent on later panels B. holdings of the court of appeals not specifically reversed by the supreme court retain precedential value C. recognizing that a prior panels holding is binding on all subsequent panels D. holding that even district court cases decided by panels of three have no precedential value E. holding onejustice opinion has no precedential value

assistant: The best answer is D. holding that even district court cases decided by panels of three have no precedential value
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: Your base salary will be Three Hundred Five Thousand Dollars ($305,000) per year (“Base Salary”). Your Base Salary will be payable in regular installments consistent with the Company’s payroll practices in effect from time to time, and the Company will withhold from your Base Salary all applicable deductions required by law and as elected by you. Your Base Salary is subject to annual review and adjustments by the Board or the 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: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of Investor and Company will be entitled to specific performance under the Transaction Documents, and equitable and injunctive relief to prevent any actual or threatened breach under the Transaction Documents, to the full extent permitted under applicable laws. Without limitation of the foregoing, Company acknowledges that the rights and benefits of Investor pursuant to Section I.G.1. of the Certificate of Designations are unique and that no adequate remedy exists at law if Company breaches or fails timely perform any of its obligations thereunder, that it would be difficult to determine the amount of damages resulting therefrom, that it would cause irreparable injury to Investor, and that any potential harm to Company would be adequately and fully compensable with monetary damages. Accordingly, Investor will be entitled to a compulsory remedy of immediate specific performance, temporary, interim, preliminary and final injunctive relief to enforce the provisions thereof, including without limitation requiring Company and its transfer agent, attorneys, officers and directors to immediately take all actions necessary to issue and deliver the number of Conversion Shares stated by Investor, and prohibiting any Common Stock from being issued or transferred until after all Conversion Shares have been received by Investor in electronic form and fully cleared for trading, which requirements will not be stayed for any reason, without the necessity of posting any bond. Company hereby absolutely, unconditionally and irrevocably waives all objections and rights to oppose any motion, application or request by Investor to issue any number of Conversion Shares, and all rights to stay or appeal any resulting order, and any appeal by Company or on its behalf will be immediately and automatically dismissed.

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: or software ... for operating the telephone system” was a material misrepresentation. 2. Intent Cingular, as the party seeking to establish inequitable conduct, bore the burden of establishing by clear and convincing evidence that applicants specifically intended to deceive the PTO in making the misrepresentation in the Background. Star Scientific, 537 F.3d at 1365; Larson Mfg., 559 F.3d at 1340. Although intent to deceive can be inferred from circumstantial evidence, the evidence must still be clear and convincing; “a showing of materiality alone does not give rise to a presumption of intent to deceive.” Praxair, Inc. v. ATMI, Inc., 543 F.3d 1306, 1313 (Fed.Cir.2008); see also Kingsdown Med. Consultants v. Hollister, Inc., 863 F.2d 867, 876 (Fed.Cir.1988) (en banc in relevant part) (<HOLDING>). Any inference of deceptive intent must be Options: A. holding that ordinary negligence and gross negligence are not separate causes of action B. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does C. holding that even gross negligence does not of itself justify an inference of intent to deceive D. holding that amendment made as of right under mpep weighs against an inference of intent to deceive E. recognizing that a jury is permitted to infer an intent to deceive from circumstantial evidence

assistant: The best answer is C. holding that even gross negligence does not of itself justify an inference of intent to deceive
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: evidence suggesting that each of the hotel stays involved the same individual, (e.g., the perpetrator gave the same fictitious address and/or fictitious telephone number; tips on credit card vouchers were in such amounts that the totals rounded off to even dollar amounts, the perpetrator departed prior to the scheduled end of his stay without checking out). “Evidence of this kind may be sufficient alone to establish a perpetrator’s identity. See United States v. Milhollan, 599 F.2d 518, 524-25 (3d Cir.1979) (finding similar modus operandi evidence probative of identity); 2 Jack B. Wein-stein & Margaret A. Berger, Weinstein’s Evidence ¶ 404[16] (1992) (discussing "signature” evidence in context of Fed.R.Evid. 404(b)).” See also Featherstone v. Estelle, 948 F.2d 1497 (9th Cir.1991) (<HOLDING>). Evidence of individual modus operandi may be Options: A. holding that admission of testimony which denominated appellants modus operandi in previously uncharged and charged crimes was not clearly erroneous B. holding that rule 404b evidence is probative of intent only when the prior acts were part of the same scheme or involved a similar modus operandi as the present offense C. holding that prior con victions are not related simply because the crimes used the same modus operandi were part of a crime spree or shared the same motive D. holding that the admission of expert testimony was prejudicial where the testimony was pervasive E. holding other crimes evidence was properly admitted to establish modus operandi when the defendant attacked older women as they exited their garages in the same area of chicago

assistant: The best answer is A. holding that admission of testimony which denominated appellants modus operandi in previously uncharged and charged crimes was not clearly erroneous
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that [section 636(b)(1) ] requires some lesser review by the district court when no objections are filed.”). In this vein, the First Circuit observed: Plaintiff also objects to the award of statutory costs to defendant DiMeo. Unfortunately, his objection comes too late. After the magistrate-judge issued his report, plaintiff had ten days to file written objections to the Report and Recommendation. We find no evidence in the record that plaintiff objected to the magistrate-judge’s findings and recommended disposition. Failure to raise objections to the Report and Recommendation waives the party’s right to review in the district court.... Davet v. Maccarone, 973 F.2d 22, 30-31 (1st Cir.1992) (citations omitted); see Henley Drilling Co. v. McGee, 36 F.3d 143, 150-151 (1st Cir.1994) (<HOLDING>); Lewry v. Town of Standish, 984 F.2d 25, 27 Options: A. holding that objections are required when challenging findings actually set out in magistrates recommendation as well as magistrates failure to make additional findings B. holding that objections are required when challenging findings actually set out in a magistrates recommendation as well as the magistrates failure to make additional findings C. holding that it is the commissioners findings of fact to the extent they modify or replace the administrative law judges findings that are relevant on appeal D. holding that the lower courts findings were insufficient as a matter of law and remanding for the court to make the findings required under ars 25403 E. holding that objections are required to challenge magistrate judges findings as well as magistrates failure to make additional findings

assistant: The best answer is E. holding that objections are required to challenge magistrate judges findings as well as magistrates failure to make additional findings
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: cancellation of removal because he was not convicted of an aggravated felony. Whether Blanco Marte’s stalking convictions qualify as an aggravated felony is a legal question which we have jurisdiction to review. See Jeune v. Att’y Gen., 476 F.3d 199, 201 (3d Cir.2007). Even if such a challenge was successful, however, we lack jurisdiction to review the alternative determination that Blanco Marte did not deserve cancellation of removal as an exercise of discretion. See Mendez-Moranchel v. Ashcroft, 338 F.3d 176, 178 (3d Cir. 2003). Furthermore, although we may consider whether the Board, in exercising its discretion, violated a rule of law or a provision of the Constitution, Blanco Marte has not raised any such allegations. See Chen v. Dep’t of Justice, 471 F.3d 315, 329 (2d Cir.2006) (<HOLDING>). Blanco Marte also claims that he “received an Options: A. holding that the appropriate standard of review is abuse of discretion B. holding abuse of discretion is established if district court decision was based on an error of law C. holding that summary judgment may be reversed when it is based on an error of law D. holding that a petition raises a question of law when it alleges a factfinding which is flawed by an error of law or an abuse of discretion that is based on a legally erroneous standard E. holding that a question of law is not implicated when the petition for review essentially disputes the correctness of an ijs factfinding or the wisdom of his exercise of discretion

assistant: The best answer is D. holding that a petition raises a question of law when it alleges a factfinding which is flawed by an error of law or an abuse of discretion that is based on a legally erroneous standard
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: not usurp its position relative to the balance of a tripartite government in an effort to address all-important issues confronting the criminal justice system. For example, our legislature considered the intrusion on citizens by police in passing a law making seatbelt violations a secondary offense to prevent police from using such violation as authority to stop a vehicle to investigate the possibility of a criminal offense. See Va. Code § 46.2-1094(F). The executive branch, from the Secretary of Public Safety down to local police chiefs and sheriffs, may also choose to limit by policy the manner of law enforcement contact with the public. Police conduct does not necessarily need to be established at constitutional limits. See Atwater v. City of Lago Vista, 532 U.S. 318, 354 (2001) (<HOLDING>). The test of constitutionality, as applied by Options: A. holding that the standard of probable cause applies to all arrests without the need to balance the interests and circumstances involved in particular situations thus an officer may without violating the fourth amendment arrest an offender if probable cause exists to believe that an individual has committed even a very minor criminal offense in his presence B. holding that if an officer smells the odor of marijuana in circumstances where the officer can localize its source to a person the officer has probable cause to believe that the person has committed or is committing the crime of possession of marijuana and thus has authority to arrest him without a warrant in a public place C. holding that a warrantless arrest does not violate the fourth amendment if at the time of the defendants arrest police had probable cause to believe that an offense has been is being or will be committed D. holding a warrantless arrest by a law officer is reasonable under the fourth amendment where there is probable cause to believe that a criminal offense has been or is being committed E. holding fourth amendment protects right to be free from arrest without probable cause

assistant: The best answer is A. holding that the standard of probable cause applies to all arrests without the need to balance the interests and circumstances involved in particular situations thus an officer may without violating the fourth amendment arrest an offender if probable cause exists to believe that an individual has committed even a very minor criminal offense in his presence
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: Employee’s health insurance benefits shall cease on the last day of August 2018, subject to Employee’s right to continue his/her health insurance under COBRA. Employee’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Acquiror and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been, or will have been by the Closing, duly authorized by all necessary corporate action on the part of Acquiror and Merger Sub. This Agreement has been duly executed and delivered by Acquiror and Merger Sub and constitutes the valid and binding obligations of Acquiror and Merger Sub enforceable against Acquiror and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of a material benefit under (a) any provision of the Certificate of Incorporation or Bylaws of Acquiror or any of its Subsidiaries; or (b) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any of its Subsidiaries or their properties or assets in the case of clause (b), except for such conflicts, violations, defaults, rights of termination, cancellation or acceleration as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror. No consent, approval, order or authorization of or registration, declaration or filing with any Governmental Entity is required by or with respect to Acquiror or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Acquiror and Merger Sub or the consummation by Acquiror and Merger Sub of the transactions contemplated hereby, except for the filing of the Certificate of Merger, as provided in Section 2.2.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for J.P. Morgan Securities LLC, such Seller has not employed any broker, investment banker, financial advisor, finder or other Person who will be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses or indemnification or contribution, in connection with the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Partnership and the Participant intend that (i) the OPP Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the OPP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the partners, in each case as set forth in the Partnership Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the OPP Units.

assistant: Taxes
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: suffered' the illegal use of the property.”). 19 . Many state statutes, while permitting seizure of forfeitable property, are much more explicit than N.Y.C.Code § 14-140 in limiting or exempting the forfeiture liability of innocent owners. These statutes generally provide for affirmative defenses by innocent owners or make proof of the owners' culpable knowledge part of the seizing authority's burden. For example, a Maine statute that permits forfeiture of a motor vehicle upon a defendant’s simultaneous conviction for operating under the influence (“OUI”) and operating after suspension for a prior OUI conviction, requires that the defendant be the "sole owner-operator of that vehicle.” Me.Rev. Stat. Ann. tit. 29-A, § 2421(1); see also State v. One Blue Corvette, 732 A.2d 856 (Me.1999) (<HOLDING>). Other state statutes contain express Options: A. holding a stop was effected where officers vehicle blocked defendants vehicle from proceeding B. holding automobile exeeption did not apply to warrantless search of vehicle where vehicle was not readily mobile because the vehicle was legally parked in parking lot occupants of vehicle were seated on a bench in the playground near the parking lot police officers surrounded the vehicle and the driver of the vehicle was handcuffed for safety purposes C. holding that the statutory definition of motor vehicle is not controlling D. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle E. holding that the statutory requirement that defendant be the sole owneroperator of that vehicle precluded forfeiture of a vehicle jointly owned by defendants wife

assistant: The best answer is E. holding that the statutory requirement that defendant be the sole owneroperator of that vehicle precluded forfeiture of a vehicle jointly owned by defendants wife
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 Settlement Agreement, including all exhibits hereto, constitutes the complete agreement and contains all of the promises and undertakings between the Parties with regard to the subject matter addressed herein. No Party relies on any statement or representation of any other Party executing this Settlement Agreement, except as expressly stated in this Settlement Agreement. This Settlement Agreement may not be revised or modified without the mutual written consent of the 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: (a) This Security Agreement and the Collateral secure the prompt and complete payment and performance when due of (i) all principal and interest under the Notes, and (ii) all obligations of Borrower hereunder and under the Purchase Agreement (collectively, the “ Secured Obligations ”).

assistant: Definitions
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: from presenting evidence to prove that she did not understand the C & R agreement. In the present case, WCJ Colohan did consider the evidence presented by Claimant and found that Claimant successfully proved her lack of understanding of the C & R Agreement. In reviewing and reversing WCJ Colohan’s decision, the WCAB did not overturn this finding but, instead, concluded that WCJ Colohan committed legal error in setting aside the C & R Agreement based on unilateral mistake. Now, rather than confine its analysis to a review of WCJ Colohan’s findings and conclusions, the majority essentially rules that WCJ Colohan improperly allowed Claimant to present evidence of her understanding of the C & R Agreement in the first instance. I find this holding difficult to reconcile with Dillard (<HOLDING>). As I stated in my dissent in Stiles, I Options: A. recognizing inherent power of courts of appeals B. recognizing that court has inherent power to control the judicial business before it C. holding that even after the appeal period has expired a wcj has the inherent power to set aside an approved c r agree ment under certain circumstances D. holding the court has the inherent authority to enter an order of confidentiality E. recognizing that the court has the power to grant leave upon certain conditions

assistant: The best answer is C. holding that even after the appeal period has expired a wcj has the inherent power to set aside an approved c r agree ment under certain circumstances
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: Seller has delivered or, pursuant to Section 1.7, will deliver to Purchaser true and complete copies of all survey reports, waivers of deficiencies, plans of correction, and any other investigation notices, warnings, correspondence or reports issued with respect to the Facility (collectively, “ Licensing Surveys ”), and Seller shall also promptly deliver to Purchaser any Licensing Surveys received, filed, arising or involving the Facility between the Effective Date and the Closing Date. There are no material deficiencies or violations noted in any Licensing Surveys and Tenant has remedied, discharged and complied with all applicable plans of correction, such that there are no current violations or deficiencies with respect to any of the Licenses. Tenant is currently conducting, and has at all times conducted, its operation of the Facility in compliance with all Applicable Laws.

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: No. 1097, 90th Cong., 2d Sess. 66 (1968), reprinted in 1968 U.S.C.C.A (1962). 29 . Id. at 143, 82 S.Ct. 1218. See also n. 23 supra. 30 . 370 U.S. 139, 143-44, 82 S.Ct. 1218, 8 L.Ed.2d 384 (1962). See also People v. Von Villas, Cal.App.2d Dist., 11 Cal.App.4th 175, 15 Cal.Rptr.2d 112, 133 (1992), cert. denied, 510 U.S. 838, 114 S.Ct. 118, 126 L.Ed.2d 83 (1993) (recognizing that Lanza’s holding that confidential relationships would "continue to receive unceasing protection despite the jailhouse setting”); In re Joseph A., supra at n. 22. Cf., e.g., U.S. v. Geller, supra n. 27 (intercepted wire communications between spouses suppressed since such communications were made in confidence and were privileged). 31 . D.R.E. 504. See also Katz v. United States, 389 U.S. at 351, 88 S.Ct. 507 (<HOLDING>). 32 . People v. Elwood, Cal.App. 2nd Dist., Options: A. holding that on march 13 2004 it was clearly established that the fourth amendment protects people from medical procedures induced by lawenforcement officers B. holding that to decide whether or not a given area viewed in the abstract is constitutionally protected deflects attention from the problem presented because the fourth amendment protects people not places C. holding that the fourth amendment protects property as well as privacy D. holding that the fourth amendment protects people not places E. holding fourth amendment protects right to be free from arrest without probable cause

assistant: The best answer is D. holding that the fourth amendment protects people not places
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: Create, incur, assume or suffer to exist any mortgage, pledge, lien or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its assets, or assign or otherwise convey any right to receive income, except (i) to Bank, (ii) liens in connection with workmen's compensation, unemployment insurance or other social security obligations, (iii) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by the Borrower, (iv) liens or retained title of vendors to the Borrower of property hereafter acquired to secure indebtedness permitted by Section 7.1, provided that the indebtedness secured thereby does not exceed the purchase price or the fair market value thereof, whichever is less, and provided such liens do not extend to any other property of the Borrower, (v) leases or subleases granted in the ordinary course of business, and (vi) easements, rights of way, restrictions and other similar encumbrances expressly set forth in Schedule B to Bank's title insurance policy or otherwise incurred in the ordinary course of business and not interfering with the ordinary course of the business of the Borrower. Notwithstanding the foregoing, the Bank hereby consents to any liens in favor of People's Capital and Leasing Corp., a Connecticut company ("People's Lien") on certain equipment purchased by Borrower; provided, however, the Borrower shall give Bank the first opportunity to finance any future acquisition of equipment by Borrower. The Bank shall have thirty (30) days after receipt of written notice from the Borrower to present Borrower with a term sheet for such financing. Borrower shall have no obligation to accept the Bank's term sheet and may pursue its financing elsewhere.

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: Enter into, or permit any Restricted Subsidiaries to enter into, any Sale and Leaseback Transaction with respect to any material property or assets owned by the Parent Borrower or any Restricted Subsidiary on the Closing Date to any Person (other than the Parent Borrower or any Restricted Subsidiary) with the intention of taking back a lease of such property or assets or any similar property or assets, except in connection with Asset Disposition permitted pursuant to Section 9.8 .

assistant: Sales
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 understand and acknowledge that the services may be unavailable from time to time and that truecaller will not be liable for your inability to use the services for whatever reason .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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 corporate actions on the part of the Companies, their officers, directors and stockholders necessary for the authorization, execution and delivery of each of the Transaction Documents and for the issuance of the Securities, have been taken. The Companies have the requisite corporate power to enter into each of the other Transaction Documents and to carry out and perform their obligations thereunder. Each of the Transaction Documents have been duly authorized, executed and delivered by the Companies, as applicable, and, upon due execution and delivery by the Purchasers, each of the Transaction Documents will be a valid and binding agreement of the Companies, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the corporate authority of each Credit Party, (ii) have been duly authorized by all necessary corporate action of the each Credit Party, (iii) do not and will not violate any provision of law, statute, rule or regulation to which any Credit Party is subject or any judgment, order, writ, injunction, license or permit applicable to any Credit Party, (iv) do not violate or breach any provision of the governing documents of any Credit Party, and (v) do not violate or breach any agreement or other instrument binding upon any Credit Party, in each case under this clause (v) where such violation or breach, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

assistant: Authorizations