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

user: Read the legal provision and list the applicable contract clause categories. Provision: No representation or warranty made by Seller in this Agreement, the Seller Other Agreements, the Schedules or any supplement to the Schedules contains any untrue statement of a Material fact or omits to state a Material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was insufficient to transform the School District into his fiduciary. With respect to Dunn’s claim for breach of a duty of loyalty, the Supreme Court of South Dakota has recognized the existence of á duty of loyalty in certain circumstances. See In re Estate of Moncur, 812 N.W.2d 485, 488 (S.D.2012) (noting that a trustee owes a duty of loyalty to beneficiaries of a trust); Behrens v. Wedmore, 698 N.W.2d 555, 576 (S.D.2005) (recognizing that attorneys owe their clients a duty of loyalty); Setliff v. Stewart, 694 N.W.2d 859, 867 (S.D.2005) (stating that employees may owe their employers a duty of loyalty); Dinsmore v. Piper Jaffray, Inc., 593 N.W.2d 41, 46 (S.D.1999) (finding that securities brokers owe their clients a duty of loyalty); Hurney v. Locke, 308 N.W.2d 764, 768-69 (S.D.1981) (<HOLDING>). None of these circumstances exist here, Options: A. holding that in preparing an estate plan and distributing property either through a will or through inter vivos trusts attorneys can have only one client to whom they owe a duty of undivided loyalty B. holding that a real estate agent does not owe a buyer a duty independent of the agency relationship with the seller C. holding that real estate agents owe their clients a duty of loyalty D. holding that officers owe a duty to the public to detect and investigate crime but owe no duty to individuals for negligent investigation E. recognizing that an attorney has a duty of loyalty to his client

assistant: The best answer is C. holding that real estate agents owe their clients a duty of loyalty
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 would not reasonably be expected to, individually or in the aggregate, result in Material Adverse Effect, none of the Borrower or any Subsidiary will (a) become the sponsor of, contribute to, be required to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (b) cause any “employee benefit plan,” as defined in section 3(3) of ERISA, that (i) provides retirement benefits, (ii) is sponsored by the Borrower, any Subsidiary, or, with respect to any such plan that is subject to section 412 of the Code, section 302 of ERISA or Title IV of ERISA, any of their ERISA Affiliates, and (iii) is intended to be tax-qualified under section 401(a) of the Code to cease to be tax qualified, (c) cause the assets of any tax-qualified retirement plan described in the preceding clause (ii) to become invested in Capital Securities of the Borrower or (d) cause any “employee benefit plan” (as defined in section 3(3) of ERISA) sponsored, maintained, contributed to or required to be contributed to by the Borrower or any Subsidiary to fail to comply with its terms and applicable law.

assistant: 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: To Contributor’s knowledge, the Property, and the use and operation thereof, is (or the use and operation of any component, portion or area of the Property is) in material compliance with applicable municipal and other governmental laws, ordinances, regulations, codes. The fee simple owner of the Land possesses the material licenses, permits and authorizations for the use, occupancy and operation of the Property as it is presently being operated, except where such violation or failure would not have a Contributor Material Adverse Effect. To Contributor’s knowledge, no notice, citation, summons or order has been issued, nor has Contributor or the Contributor Affiliate received any written notice from any Governmental Authority that any investigation or review is pending or threatened by such Governmental Authority with respect to any alleged violation by the fee simple owner of any such laws, statutes, rules, regulations or orders, except where the failure to comply with the same would not have a Contributor Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FIRST AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9 .

assistant: Waiver Of Jury Trials
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: Borrower shall pay and discharge all lawful claims, including Taxes, assessments, and governmental charges or levies imposed upon it or its income or profits or upon any properties belonging to it prior to the date upon which penalties attach thereto; provided that Borrower shall not be required to pay any such Tax, assessment, charge, or levy, the payment of which is being contested in good faith and by proper proceedings so long as proceedings for collection thereof have been stayed and the obligation to pay is secured by the posting of a bond or other legally sufficient security.

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: argument that “unusual circumstances” warranted a departure from the rule. We now turn to our reasons for abrogating Coulter. At issue is Coulters holding that [i]n the absence of unusual circumstances, the hours allowed for preparing and litigating the attorney fee case should not exceed 3% of the hours in the main case when the issue is submitted on the papers without a trial and should not exceed 5% of the hours in the main case when a trial is necessary. Coulter, 805 F.2d at 151. Pla the right to revisit this question, see Collard v. Kentucky Board of Nursing, 896 F.2d 179, 183 (6th Cir. 1990). This is true even in the unusual situation where binding circuit precedent overlooked earlier Supreme Court authority. Ballinger v. Prelesnik, 709 F.3d 558, 561-62 (6th Cir. 2013) (<HOLDING>); see also Atl. Thermoplastics Co. v. Faytex Options: A. holding that the rule for habeas review in brown v smith 551 f3d 424 6th cir 2008 had been called into doubt by harrington v richter 562 us 86 131 sct 770 178 led2d 624 2011 even though robinson v howes 663 f3d 819 823 n2 6th cir 2011 which was decided after harrington applied brown B. holding that we are bound to follow almendareztorres v united states 523 us 224 118 sct 1219 140 led2d 350 1998 even though it has been called into question unless it is explicitly overruled by the supreme court C. holding that ylsts look through doctrine survives harrington v richter us 131 sct 770 178 led2d 624 2011 D. holding that an award of makewhole relief in the form of surcharge was within the scope of appropriate equitable relief for purposes of 502a3 quoting cigna corp v amara us 131 sct 1866 1880 179 led2d 843 2011 E. holding government had not met its burden allowing it to invoke the brown v ohio 432 us 161 97 sct 2221 53 led2d 187 1977 exception

assistant: The best answer is A. holding that the rule for habeas review in brown v smith 551 f3d 424 6th cir 2008 had been called into doubt by harrington v richter 562 us 86 131 sct 770 178 led2d 624 2011 even though robinson v howes 663 f3d 819 823 n2 6th cir 2011 which was decided after harrington applied brown
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 and the other Credit Documents shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Obligations and their respective successors and permitted assigns, except that no Loan Party may assign or transfer any of its rights or obligations under any Credit Document (except in connection with a merger or consolidation permitted by Section 5.02(d) ) without the prior written consent of the Administrative Agent and each Lender. Any purported assignment or transfer by a Loan Party in violation of the foregoing shall be null and void.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2005 UT 66, ¶ 31, 122 P.3d 639. 117 To establish constructive possession, the State must " 'prove that there was a sufficient nexus between the accused and the drug to permit an inference that the accused had both the power and the intent to exercise dominion and control over the drug"" Id. (quoting State v. Fox, 709 P.2d 316, 319 (Utah 1985)). Whether a sufficient nexus exists " 'depends upon the facts and circumstances of each case'" Id. (quoting Fox, 709 P.2d at 319). In determining whether a sufficient nexus exists to establish con (Utah 1983) (Durham, J., concurring) (stating that a spouse's joint ownership and occupancy of a home where drugs are found is insufficient to establish constructive possession); Spanish Fork City v. Bryan, 1999 UT App 61, ¶¶ 2, 10-11, 975 P.2d 501 (<HOLDING>). Instead, the defendant's joint occupancy of Options: A. holding that evidence that the defendant lived in a home where marijuana was being cultivated was insufficient to support a finding of constructive possession B. holding that a spouses joint occupancy of a home where drug paraphernalia was found was insufficient to establish the spouses constructive possession C. recognizing theory of constructive possession D. holding that home purchased with spouses separate funds prior to marriage was transmuted into marital property because mortgage payments made from joint account home was used as marital residence and both parties devoted resources and energy into home E. holding that evidence supported finding of constructive possession of concealed narcotics in part because narcotics paraphernalia was found in residence

assistant: The best answer is B. holding that a spouses joint occupancy of a home where drug paraphernalia was found was insufficient to establish the spouses constructive possession
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on the large freestanding sign designating Phoenix’s location. Moreover, testimony given at the hearing revealed that consumers often have three or four carriers submit estimates on the expected cost of a move. Thus, because customers are likely to use great care when selecting a van line, any initial confusion originating from the inaccurate Yellow Pages listing would be dispelled as the customer encountered actual representatives from individual van lines for purposes of finding the lowest bidder. The evidence also suggests that Phoenix has made a good faith effort to alleviate confusion. Since October of 1994, Phoenix has engaged in an advertising campaign that unambiguously heralded its new relationship with-Red Ball.' See Shakey’s Inc. v. Covalt, 704 F.2d 426, 432 (9th Cir.1983) (<HOLDING>). Phoenix answers its phones as “Phoenix Moving Options: A. holding in a false advertising case under the lanham act that a proposed disclaimer would not suffice to cure the misleadingness of an advertising claim B. holding that even several isolated incidents of actual confusion are insufficient to support a finding of likelihood of confusion C. holding that plaintiffs proof of increase in defendants sales and a corresponding decrease in plaintiffs sales testimony from a consumer witness that she changed products based on defendants false advertising and survey evidence of consumer confusion was enough to prove a likelihood of competitive injury resulting from the defendants advertising D. holding that there must be a causal connection between an insureds advertising and an alleged injury to trigger coverage for an advertising injury E. holding that defendants advertising campaign help to alleviate confusion

assistant: The best answer is E. holding that defendants advertising campaign help to alleviate confusion
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 1(Writ Granted. For reasons more fully discussed in Judge Ledet’s dissent, State v. Pitts, 16-1068 (La. App. 4 Cir. 12/29/16) (unpub’d) (Ledet, J., dissenting), the court of appeal majority erred by reversing the district court and by granting the motion to suppress evidence, the defendant’s statement, and the identification. See State v. Washington, 12-2203, p. 4 (La. 11/16/12), 104 So.3d 401, 404 (<HOLDING>). Accordingly, the court of appeal’s ruling is Options: A. holding that there is no legitimate expectation of privacy with respect to property leading up to and including the threshold of a residence therefore police officers were well within their authority to proceed on the open walkway to the front door where they saw evidence in plain view B. holding that the judge issuing the search warrant plainly had a substantial basis for determining that there was probable cause to issue the warrant for the search of a residence when inter alia a reliable cl went to the residence knocked on the door entered and then made a controlled purchase of what appeared to be heroin C. holding that abandonment was not caused by police misconduct where defendant left bags in open view before officers had knocked on door to gain admission because officers had not yet done anything illegal D. holding it was not unreasonable for police officers to push the door open further to better ascertain whether the residence had been again burglarized or what the security situation may be E. holding that absent warrant or exigent circumstances an officer had no authority to demand that the juvenile keep the door open to his residence or demand entry into it and thus the juvenile could not be convicted of resisting a law enforcement officer for trying to close door even if the officer had probable cause to believe that the juvenile was sheltering a runaway

assistant: The best answer is D. holding it was not unreasonable for police officers to push the door open further to better ascertain whether the residence had been again burglarized or what the security situation may be
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 modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of an Event of Default, shall be effective without the prior written agreement of Lender and Borrowers; provided , however , that only the consent of the parties to a Bank Product agreement shall be required for any modification of such agreement. Any waiver or consent granted by Lender shall be effective only if in writing, and only for the matter specified.

assistant: Amendments
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: student, not with the parents of that student and certainly not with the State. This is no less true today than it was in 1943: Words uttered under coercion are proof of loyalty to nothing but self-interest. Love of country must spring from willing hearts and free minds, inspired by a fair administration of wise laws enacted by the people’s elected representatives within the bounds of express constitutional prohibitions. These laws must, to be consistent with the First Amendment, permit the widest toleration of conflicting viewpoints consistent with a society of free men. Barnette, 319 U.S. at 644, 63 S.Ct. 1178 (Black, J. and Douglas, J. concurring). I believe this opinion is demonstrably wrong and merits en banc consideration. 1 . The pertinent part of Florida Statute § 1003. 973) (<HOLDING>). See also Elk Grove v. Newdow, 542 U.S. 1, 8, Options: A. holding that student has no fundamental right to participate in high school athletics B. holding that during police interrogation right to remain silent must be invoked unambiguously C. holding that a student has the right to remain quietly seated during the pledge D. recognizing that davis was concerned only with the right to counsel and not the right to remain silent E. holding that the rationale of davis applies equally to a defendant who has waived his rights and later ambiguously invokes the right to remain silent during interrogation

assistant: The best answer is C. holding that a student has the right to remain quietly seated during the pledge
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall continue in force for an initial term of five (5) years, subject to extension by written agreement of the parties; provided , however , that any party may cause this Agreement to terminate by delivering written notice thereof to the other party, in which event this Agreement shall terminate effective 30 days from the date such notice is delivered. Upon termination, the Management Fee shall cease to accrue, with partial months pro-rated based on the number of days therein. In addition, if the Sale has not closed prior to the effective date of such termination, then, in addition to payment of the Management Fee, the Company will pay to the Manager, within fifteen (15) days following the effective date of the termination, the value of all labor, materials, and cash advances made by the Manager for purposes of environmental remediation under Section 2.10 of the Purchase Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Borrower will enter into any transaction with any Affiliate except upon terms no less favorable than the applicable Borrower could obtain in an arm’s-length transaction with a Person which was not an Affiliate.

assistant: Transactions With Affiliates
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 and the Consulting Services Agreement set forth the entire agreement between the parties hereto, and fully supersede any prior obligation of Company to Employee except in connection with any confidentiality agreements that Employee has executed and/or that are that are contained in the Company Handbook, and Section 14 of the Employment Agreement, which each shall survive. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to his in connection with his decision to accept this Agreement, except for those set forth in this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: or political reform,’ ” or to assemble “ ‘with any society, group, or assemblage of persons formed to teach or advocate the doctrines of criminal syndicalism.’ ” Id. at 444-45, 89 S.Ct. at 1828. The Supreme Court overturned the conviction because the record did not support an inference that the racist speech posed an immediate threat of physical harm. The Court reasoned that the constitutional guarantees of free speech and free press do not permit a State to forbid or proscribe advocacy of the use of force or of law violation except where such advocacy is directed to inciting or producing imminent lawless action and is likely to incite or produce such action. Id. at 447, 89 S.Ct. at 1829; see also Texas v. Johnson, 491 U.S. 397, 409, 109 S.Ct. 2533, 2542-43, 105 L.Ed.2d 342 (1989) (<HOLDING>). The case sub judice is altogether unlike Haig Options: A. holding that the statute incorporated all the rights and obligations of the contract emphasis added B. holding where failure of expression rather than ambiguity of expression concerning the elements of the statutory standard is the vice of the enactment courts are not free to substitute amendment for construction and thereby supply the omissions of the legislature C. recognizing that general rule applies only to statutes that implicate no constitutionally protected conduct emphasis added D. holding that burning the american flag was protected expressive conduct and stating we have not permitted the government to assume that every expression of a provocative idea will incite a riot but have instead required careful consideration of the actual circumstances surrounding such expression emphasis added E. holding that to determine whether a statement was voluntary the court must consider the totality of all the surrounding circumstances both the characteristics of the accused and the details of the interrogation and decide whether a defendants will was overborne by the circumstances surrounding the giving of a confession

assistant: The best answer is D. holding that burning the american flag was protected expressive conduct and stating we have not permitted the government to assume that every expression of a provocative idea will incite a riot but have instead required careful consideration of the actual circumstances surrounding such expression emphasis added
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: Upon receipt of all of the Settlement Shares and settlement fee shares for and in consideration of the terms and conditions of this Agreement, and except for the obligations, representations, indemnifications pursuant to paragraph 15 herein and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the “Released Parties”), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect RCP’s right and title to any securities heretofore issued to it by Company or any subsidiary of Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), and each such counterpart when executed will be deemed an original instrument and all such counterparts shall together constitute one and the same agreement.

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: Any notice to be given to the Company shall be addressed to the Secretary of the Company at 225 West Washington Street, Indianapolis, Indiana 46204, and any notice to be given to the Grantee shall be addressed to the Grantee at the Grantee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Grantee may hereafter designate in writing to the other.

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: CURIAM. Anthony McLemore was tried by jury and convicted of possession of cocaine and possession of cannabis. We agree with McLemore that the trial court erred in failing to give the jury his requested special instruction that an element of the crime is knowledge by the defendant that the substances possessed were marijuana and cocaine. See Chicone v. State, 684 So.2d 736, 746 (Fla.1996). Even though McLemore disavowed any connection whatsoever to the items, we find that the error was not harmless. See Scott v. State, 808 So.2d 166 (Fla.2002)(<HOLDING>). Accordingly, we reverse the convictions and Options: A. holding that failure to give proper instruction regarding disputed element of crime charged was fundamental error requiring reversal and stating that fundamental error is not subject to harmless error review B. holdingthat because the evidence of the defendants guilt was overwhelming the courts failure to give a requested charge on impeachment constituted harmless error C. holding that a trial court errs when it fails to give a limiting instruction properly requested by a party D. holding that failure to give a limiting instruction for 404b evidence is not plain error E. holding that failure to give a properly requested chicone instruction cannot be harmless error

assistant: The best answer is E. holding that failure to give a properly requested chicone instruction cannot be harmless error
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: entire voir dire transcript. The California Court of Appeal granted Petitioner’s requests in part and required that he be provided the voir dire of the excused African-American juror plus his counsel’s argument under Batson. But the court of appeal denied Petitioner’s requests for the entire voir dire transcript because it concluded that he did not comply with a California local rule that requires a defendant to “establish with some certainty how the requested materials may be useful on appeal.” Cal. Ct. App., First App. Dist. Local Rule 6(d) (2003). The court also relied on controlling California precedent, which does not require a court to provide a defendant with an entire voir dire transcript free of charge. See People v. Landry, 49 Cal. App.4th 785, 56 Cal.Rptr.2d 824, 828 (1996) (<HOLDING>). On direct appeal to the California Court of Options: A. holding that defendants have a right to be present at voir dire B. holding that the extent to which parties may examine prospective jurors on voir dire lies within the trial judges discretion C. holding that when the purpose of the request is to compare the testimony of jurors but no such comparison was made at the trial level a court need not provide a free voir dire transcript D. holding that trial court erred in denying defendants request to allow standby counsel to conduct voir dire where there was no indication that the trial court considered the koehler factors or that granting the request would have disrupted or delayed the trial E. holding that the jurors failure to remember particular facts inquired about on voir dire and the jurors misunderstanding of voir dire questions do not constitute probable prejudice

assistant: The best answer is C. holding that when the purpose of the request is to compare the testimony of jurors but no such comparison was made at the trial level a court need not provide a free voir dire transcript
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: APAM shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as APAM is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by APAM, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to H&F Brewer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Jazz Pharmaceuticals may assign this Agreement, in whole or in part, to any Affiliate or to a third-party successor to substantially all of the business to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. ESSDS may assign this Agreement, in whole or in part, upon consent of Jazz Pharmaceuticals, such consent not to be unreasonably withheld.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The award of Performance Units (and, if issued in settlement of Performance Units, shares of the Company’s Common Stock) evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any governmental or regulatory agency as may be required.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof. In addition, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by the Participant with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdictions).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The initial term of this Agreement shall be for three (3) years beginning on the Effective Date (the “ Initial Term ”) and thereafter shall automatically renew on a year to year basis (each a “ Renewal Term ”) unless and until either party provides the other party ninety (90) days’ notice of termination prior to the end of the then existing Initial Term or Renewal Term. The Initial Term and Renewal Term may be referred to herein as the “ Term ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For services rendered under this Agreement, Teva USA shall pay the Executive a salary at the rate of U.S. $700,000 per annum (such salary, or any increased salary granted to the Executive pursuant to this Section 5(a), the “ Base Salary ”). The Executive’s Base Salary shall be payable in accordance with the payroll practices of Teva USA as the same shall exist from time to time. The Human Resources and Compensation Committee (the “ Compensation Committee ”) of the Board of Directors of TPI (the “ TPI Board ”), with input from the President and Chief Executive Officer of TPI, shall periodically consider and resolve whether to approve adjustments to the Executive’s Base Salary, according to the considerations specified in the shareholder-approved compensation policy of TPI in effect from time to time (the “ Compensation Policy ”) and subject to approval of the Compensation Committee and TPI Board.

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: Borrower will at all times carry property, liability and other insurance, with insurers acceptable to Lender, in such form and amounts, and with such deductibles and other provisions, as Lender shall require, and Borrower will provide evidence of such insurance to Lender on the proper Acord Form, so that Lender is satisfied that such insurance is, at all times, in full force and effect. Each property insurance policy shall name Lender as loss payee or mortgagee and shall contain a lender’s loss payable endorsement in form acceptable to Lender and each liability insurance policy shall name Lender as an additional insured. All policies of insurance shall provide that they may not be cancelled or changed without at least thirty (30) days’ prior written notice to Lender and shall otherwise be in form and substance satisfactory to Lender. Borrower will promptly deliver to Lender copies of all reports made to insurance companies.

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: The Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by the Company of this Agreement has been duly and validly authorized by all necessary action and no further consent or authorization on the part of the Company, its board of directors or its stockholders is required. This Agreement constitutes, and upon execution and delivery thereof by the Company, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

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 case excerpt and choose the best holding from the options. Case excerpt: maritime law where a state remedy “works material prejudice to the characteristic features of the general maritime law or interferes with the proper harmony and uniformity of that law in its international and interstate relations”); see also St. Hilaire Moye v. Henderson, 496 F.2d 973, 980 (8th Cir.1974); cf. Princess Cruises, Inc. v. General Electric Company, 143 F.3d 828, 832 (4th Cir.1998) (“The uniformity is not to be sacrificed to accommodate state law is a fundamental premise of admiralty jurisdiction.”). Maritime law provides that an alleged tortfeasor may seek contribution, indemnification, or apportionment from one who may be comparatively negligent or a joint tortfeasor. See Cooper Stevedoring Co. v. Fritz Kopke, Inc., 417 U.S. 106, 94 S.Ct. 2174, 40 L.Ed.2d 694 (1974) (<HOLDING>); United States v. Reliable Transfer Co., Inc., Options: A. recognizing the right under federal maritime law to contribution or indemnity from another tortfeasor B. recognizing right of contribution against joint tortfeasor where release is obtained on his behalf C. holding that contribution will lie where no statute precludes recovery from the joint tortfeasor against whom contribution is sought D. recognizing a right to contribution E. holding original tortfeasor had no right to indemnification because claim properly was for contribution

assistant: The best answer is A. recognizing the right under federal maritime law to contribution or indemnity from another tortfeasor
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: 712 F.2d at 135. Thus, the criminal defendants’ Fifth Amendment rights weigh heavily in favor of a stay to avoid prejudice to the other civil parties, especially The Hartford. See Holden Roofing, Inc., 2007 WL 1173634, at *1 (finding that if depositions were permitted in a civil case related to a pending criminal ease, a significant portion of questions posed to the defendants would likely result in the defendants asserting their Fifth Amendment rights, which weighed heavily in favor of a stay). The civil action should also be stayed because Hoeffner, a criminal defendant, seeks discovery as a civil plaintiff. As a matter of equity and public policy, a criminal defendant may not institute a civil action to obtain discovery relating to the criminal case. See Campbell, 307 F.2d at 487 (<HOLDING>); see also Agran v. City of New York, 95 Civ. Options: A. holding that liberal civil discovery procedures are not a back door to information otherwise beyond reach under the criminal discovery rules B. recognizing that while summary judgment is improper if the nonmovant is not afforded a sufficient opportunity for discovery it is the nonmovants responsibility to inform the district court of the need for discovery by filing an affidavit pursuant to rule 56f of the federal rules of civil procedure or filing a motion requesting additional discovery C. holding discovery rules apply to civil forfeiture proceedings D. holding that discovery under the federal rules of civil procedure is broad in scope and freely permitted E. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law

assistant: The best answer is A. holding that liberal civil discovery procedures are not a back door to information otherwise beyond reach under the criminal discovery rules
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 Party may assign any rights or delegate any obligations arising under Agreement, in whole or in part, directly or indirectly, without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), and any attempt to so assign any rights or delegate any obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, no such consent shall be required for any such assignment or delegation (i) with respect to Ironwood, to a Subsidiary of Ironwood (so long as such Subsidiary remains a Subsidiary of Ironwood), (ii) with respect to Cyclerion, to a Subsidiary of Cyclerion (so long as such Subsidiary remains a Subsidiary of Cyclerion) or (iii) to a bona fide Third Party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the assigning Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the non-assigning Party; provided , however , that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 8.7 shall release the assigning Party from liability for the full performance of its obligations under this Agreement. It is understood and agreed that any Party may cause any of its Subsidiaries to perform any or all of its obligations hereunder, and may designate any of its Subsidiaries to receive any of its entitlements hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (Tex.App.-Houston [14th Dist.] 2008, no pet.). This “administration” that the executor performs refers to the management of the estate of a decedent. The estate of a decedent immediately vests in the devisees, legatees, and heirs at law of the estate, subject to payment of decedent’s debts. Tex. Prob.Code Ann. § 37. As trustee of the property of the estate, an executor is subject to the fiduciary standards applicable to all trustees. Human Soc’y of Austin & Travis Cnty. v. Austin Nat’l Bank, 531 S.W.2d 574, 577 (Tex.1975). Thus, the duties of an executor to an estate are those of a trustee. Geeslin v. McElhenney, 788 S y of care to the estate and its beneficiaries. See Frost Nat’l Bank of San Antonio v. Kayton, 526 S.W.2d 654, 660-61 (Tex.Civ.App.-San Antonio 1975, writ ref'd n.r.e.) (<HOLDING>); see also Lawyers Sur. Corp. v. Snell, 617 Options: A. holding that a legal malpractice claim arising from errors by an attorney in rendering estateplanning services is properly brought by the personal representative of the estate when excess estate taxes are paid by the estate in contravention of the decedents intended estate plan B. holding that when the claim was duly established as a valid claim against the estate the laws of limitation could no longer apply while the estate was being administered under the probate law C. holding that the determination by the probate court in the summary proceeding provided for by section 211516 revised code that assets should be included in an estate makes the question of title res judicata as between all parties to the proceeding but the judgment of the probate court may be attacked in a subsequent action by other interested persons who were not parties to the proceeding in probate court D. holding that former temporary administratrix of estate owed legal duty of care under section 230 of probate code to estate in negligence action brought by permanent administrator E. holding that former temporary administratrix of estate did not owe legal duty of care under section 230 of probate code to obtain fire insurance for estate property in negligence action because it was impossible to obtain such insurance

assistant: The best answer is D. holding that former temporary administratrix of estate owed legal duty of care under section 230 of probate code to estate in negligence action brought by permanent administrator
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 and each Lender hereby acknowledge and agree that U.S. Bank and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Patents . Schedule 8(a) hereto sets forth all of each Company’s Patents issued from, and patent applications pending in, the United States Patent and Trademark Office (“ USPTO ”); all other Patents of each Company issued from, or patent applications pending in, all patent-granting governmental authorities (other than the USPTO); and including, with respect to each of the foregoing Patents and patent applications, the name of the owner and the number of each such Patent or patent application. For purposes of this Section 8(a) , the term “Patent” shall have the meaning ascribed thereto in the Security Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (<HOLDING>). Marshall asserted that he was entitled to be Options: A. holding that consecutive fixedterm sentences for juveniles who committed multiple nonhomicide offenses are not clearly unconstitutional under graham even when they amount to the practical equivalent of life without parole B. holding that williams fiftyyear sentence is not a de facto life sentence in violation of graham C. holding that a juvenile nonhomicide offenders sentence of seventy years imprisonment is unconstitutional under graham for the reasons explained in henry D. holding that the eighth amendment forbids life without the possibility of parole for a juvenile who commits a nonhomicide offense E. holding that a juvenile seventeen years old or younger cannot be sentenced to life without parole in a nonhomicide case

assistant: The best answer is C. holding that a juvenile nonhomicide offenders sentence of seventy years imprisonment is unconstitutional under graham for the reasons explained in henry