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: Club Housing v. L.R., 62 So.3d 351, 363 (Miss.2010) (“L.R. also argues, for the first time on appeal, that it would be unconstitutional for this Court to deny her those damages [on economic cost of raising a child], given that pain and suffering damages have a statutory cap. This Court declines to consider the constitutional argument, as it comes too late and is not properly before the Court.”); Williams v. Skelton, 6 So.3d 428, 430 (Miss.2009) (“This Court finds that Williams’s assertion that [the sixty-day-notice requirement in] [S]ection 15 — 1— 36(15) is unconstitutional is procedurally barred because she raises the issue for the first time on appeal, and she did not give the trial court the opportunity to rule on this issue.”); Powers v. Tiebauer, 939 So.2d 749, 754-55 (Miss.2005) (<HOLDING>); Cockrell, 865 So.2d at 360 (declining to Options: A. holding that an issue not raised in the trial court cannot be raised for the first time on appeal B. holding constitutional challenge to void statute may be raised for first time on appeal C. holding that court will not consider issue raised for first time on appeal D. holding that a prosecutorialmisconduct claim was procedurally barred when raised for the first time on appeal E. holding constitutional challenge to section 93991 raised for the first time on appeal was barred

assistant: The best answer is E. holding constitutional challenge to section 93991 raised for the first time on appeal was barred
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: taking any medication at the time, where he had been immediately before the traffic stop, and where he was headed at the time of the stop. It shows that during this time Officer Silman observed that Bullock had a “strong” scent of alcohol on his breath, slurred speech, red and glossy eyes, an unsteady gate, and swaying balance. The report further shows that Officer Silman conducted an HGN field sobriety test on Bullock two times and that Bullock “wouldn’t follow with eyes” the first time but completed the test the second time. During these tests, Silman observed all six signs of intoxication. Silman also performed the “one leg stand” field sobriety test on Bullock twice. During these test Bullock swayed, used his arms, and dropped his foot sev See also Wilson, 2009 WL 4756562, at *2 (<HOLDING>); Dickson, 2006 WL 3523789, at *1, 3-4 (holding Options: A. holding delay of thirty to thirtyfive minutes waiting for state police to conduct dwi investigation during which time some investigation by local officer occurred did not violate fourth amendment B. holding twentyseven minute delay while waiting for dwi officer did not violate fourth amendment C. holding that delay while awaiting arrival of dwi enforcement officer even though officer who initiated the stop was qualified to perform dwi investigation was for legitimate law enforcement purposes because dwi officer brought greater expertise to scene and could complete dwi investigation more rapidly D. holding that legitimate law enforcement interests were served by local police officers delay while waiting for state police officer to arrive to conduct dwi investigation because state officers had more dwi experience and local officers needed to be available to respond to emergencies E. holding that delay while awaiting arrival of dwi enforcement officer was for legitimate law enforcement purposes because dwi officer was more experienced and could complete dwi investigation faster

assistant: The best answer is A. holding delay of thirty to thirtyfive minutes waiting for state police to conduct dwi investigation during which time some investigation by local officer occurred did not violate fourth amendment
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 constitutes the entire agreement between the parties concerning this subject matter and shall supersede all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to their subject matters. Executive agrees that the Company has not made any promise or representation to him concerning this Agreement not expressed in this Agreement, and that, in signing this Agreement, he or she is not relying on any prior oral or written statement or representation by the Company outside of this Agreement but is instead relying solely on his or her own judgment and his or her legal and tax advisors, if any.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The period commencing on the date (“ Commencement Date ”) which is the later of (a) the date the lease is executed by, and delivered to, both parties, or (b) the date Landlord delivers to Tenant possession of the Premises with Landlord’s Work, if any, substantially complete or any earlier date on which Tenant first occupies any part of the Premises for the conduct of business, and ending on the date (the “ Expiration Date ”) which is the earlier of (i) last day of the month in which occurs the tenth (10 th ) anniversary of the day immediately preceding the Commencement Date (“ Fixed Expiration Date ”), or (ii) the date the term of this lease is terminated pursuant to this lease (“ Earlier Expiration Date ”).

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: Buyer is entitled to withhold from any amounts payable pursuant to this Agreement such amounts as it is required to withhold under applicable tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts will be treated for purposes of this Agreement as having been paid to the party for which such withholding was made.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the invalidity or unenforceability of any provision ( in whole or part ) of these terms shall not affect the validity or enforceability of the remaining provisions ( in whole or part ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive understands and agrees that by entering into this Agreement, the Executive represents to the Company that the Executive’s performance hereunder will not breach any other agreement to which the Executive is a party and that the Executive has not, and will not during the term of the Executive’s employment with the Company, enter into any oral or written agreement scheduled to become effective while the Executive is still an employee of the Company that would be in conflict with any of the provisions of this Agreement or the Company’s policies. The Executive will not use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other third party with respect to which the Executive owes an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and the Company will assist the Executive in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. The Company also expects the Executive to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggests that the Executive refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: must be provided for by the express terms of the statute in question.” Holland v. Wal-Mart Stores, Inc., 1 S.W.3d 91, 95 (Tex.1999). Because the legislature expressly consented to suit for certain types of damages but not others, we cannot conclude, as Denton County urges, that it intended a blanket waiver of immunity from suit and liability for all damages. To the contrary, the statute limits the suit to a judicial determination of the common boundary and authorizes the recovery of surveying expenses to establish that boundary, but otherwise retains governmental immunity from suit for attorney’s fees. Denton County also argues that the Declaratory Judgments Act waives governmental immunity from suit for attorney’s fees. See Tex. Educ. Agency v. Leeper, 893 S.W.2d 432, 446 (Tex.1994) (<HOLDING>). Tarrant County counters by asserting that Options: A. recognizing that a party can obtain declaratory relief but still not be entitled to an award of attorneys fees under the declaratory judgments act B. holding attorneys fees waived in lawsuit brought under declaratory judgments act to interpret statute C. holding award of attorneys fees to defendants under the declaratory judgments act was proper because recovery of fees was separately authorized by section 5006a of the texas property code D. holding that a case under the declaratory judgments act remains a live controversy even if all requests for substantive declaratory relief become moot during the actions pendency as long as a claim for attorneys fees under the act remains pending E. holding property owner not entitled to award of attorneys fees under declaratory judgments act because his declaratory judgment counterclaim did not present any issues beyond the homeowners associations cause of action

assistant: The best answer is B. holding attorneys fees waived in lawsuit brought under declaratory judgments act to interpret statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the sound discretion of the trial judge.” Mangan, 575 F.2d at 45. The Bondholders argue that evidence regarding the hedging activities of Non-Consequential Damages Parties is not relevant as it does not shed light on the conduct of the Consequential Damages Parties and, ev ion v. Raroc, Inc., No. 99 Civ. 3078, 2000 WL 204537, at *2 (S.D.N.Y. Feb. 22, 2000) (citing, in the context of a labor case, 26 C.F.R. § 639.99(b)(2) for the proposition that an “employer must exercise such commercially reasonable business judgment as would a similarly situated employer in predicting the demands of its particular market”). Reasonableness cannot be judged solely by looking at the subjective actions of the Consequential Damages Parties. See Rost v. Pfizer, Inc., 248 F.R.D. 417, 419-20 (S.D.N.Y.2008) (<HOLDING>). Here, where “there is no clear, established Options: A. holding that res judicata properly barred claims based on an employers decision to terminate an employee because the termination was not a fresh act of discrimination rather it was the same decision not to allow the employee to return to work that the employee had challenged previously B. holding that an employer regards an employee as handicapped in his or her ability to work by find ing the employees impairment to foreclose generally the type of employment involved C. holding that the one central question at a title vii trial is whether the employee produced sufficient evidence for a reasonable jury to find that the employer intentionally discriminated against the employee on the basis of race color religion sex or national origin emphasis added D. holding that beeause the actions an employee takes to find work themselves cannot be evidence of their own reasonableness looking solely at the employee plaintiffs efforts to find work would convert the mitigation test into a subjective one E. holding that to find negligence jury need not find violation of federal motorcarrier regulation

assistant: The best answer is D. holding that beeause the actions an employee takes to find work themselves cannot be evidence of their own reasonableness looking solely at the employee plaintiffs efforts to find work would convert the mitigation test into a subjective one
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is b 2d 27 (1993). The position of the Fourth Circuit on this issue, however, was recently overruled by the Supreme Court in Gutierrez de Martinez v. Lamagno, — U.S. -, -, 115 S.Ct. 2227, 2236, 132 L.Ed.2d 375 (1995). In Gutierrez, the Court held that the Attorney General’s scope certificate is conclusive only for purposes of removal, not for purposes of substitution. Id. The Court acknowledged that the language of the statute, which states that “certification of the Attorney General shall conclusively establish scope of office or employment for purposes of removal,” 28 U.S.C. § 2679(d)(2) (emphasis added), is capable of various interpretations. Gutierrez, — U.S. at -, 115 S.Ct. at 2236. Under one view, the certification is conclusive for all purposes. See Johnson, 983 F.2d at 1319 (<HOLDING>). Under the other view, it is conclusive only Options: A. holding that the statute is mandatory and that once the district court found that the defendant was incompetent to stand trial it did not have authority to circumvent his commitment to the custody of the united states attorney general for hospitalization until it could be determined whether probability existed that the defendant would regain capacity to be tried B. recognizing that where the statutory language is not ambiguous the plain and ordinary meaning of the statute must be given effect C. holding that either the district court or the court of appeals must issue a certificate of appealability on both the merits and the procedural bar before we can consider the merits of a claim that the district court held to be procedurally barred D. holding that if the attorney general issues a scope certificate the action must be removed to federal court and the united states must be substituted as the party defendant by the plain language of 28 usc 2679d2 no discretion is given to the district court E. holding a bankruptcy court is not a court of the united states entitled to waive filing fees pursuant to 28 usc section 1915a

assistant: The best answer is D. holding that if the attorney general issues a scope certificate the action must be removed to federal court and the united states must be substituted as the party defendant by the plain language of 28 usc 2679d2 no discretion is given to the district court
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 is personal to Executive and shall not be assignable by Executive. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s legal representatives and heirs. The Executive hereby consents to the assignment of this Agreement to any successor or assign of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company shall require any successor (by merger or otherwise) to expressly assume this Agreement.

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: 28 N.W.2d 504, 508 (1947) (although language contained in the Iowa Constitution concerning the Fourth Amendment is identical to the federal constitution, the Supreme Court of Iowa does not need to follow construction placed on the language by the United States Supreme Court). Our freedom to interpret our constitution is of course in contrast to determinations in federal constitutional challenges, where we are obliged to conform with the interpretations of the United States Supreme Court. State v. James, 393 N.W.2d 465, 466 (Iowa 1986). Additionally, we traditionally exercise great caution in declaring legislation unconstitutional. State v. Rivera, 260 Iowa 320, 322-23, 149 N.W.2d 127, 129 (1967); Stoner McCray Sys. v. City of Des Moines, 247 Iowa 1313, 1323, 78 N.W.2d 843, 847 (1956) (<HOLDING>). Our review of authorities outside Iowa Options: A. holding the argument that the state and federal constitutions required appointed counsel in adoption proceeding was not preserved B. holding statute denying putative father standing to bring legitimation action under statute in effect at the time did not violate due process or equal protection of state or federal constitutions C. holding that the former alaska civil rule governing prejudgement attachments violated the due process clauses of both the state and the federal constitutions D. holding city ordinance requiring immediate removal of existing billboards or special council permission to keep billboards in use which did not provide for compensation for billboards violated due process provisions of state and federal constitutions E. holding nonjudicial foreclosure did not involve sufficient state action to trigger iowa constitutions due process clause

assistant: The best answer is D. holding city ordinance requiring immediate removal of existing billboards or special council permission to keep billboards in use which did not provide for compensation for billboards violated due process provisions of state and federal constitutions
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 and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other form of electronic transmission shall be deemed to be an original signature hereto.

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: Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Collateral Agreement, or if not defined therein, in the Credit Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Second Letter Agreement or the First Letter Agreement to the contrary, the payment of the Prorated 2019 Bonus pursuant to Section 2 hereof, the accelerated vesting of your outstanding equity awards pursuant to Section 3 hereof and the payment of the Cash Separation Pay pursuant to Section 4 hereof (collectively, the “ Separation Benefits ”) shall be contingent on your executing and not revoking the release attached as Exhibit A hereto, on or before the last day set forth in such release.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in conformity with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: The Company will employ Executive, and Executive will be employed by the Company, for the period set forth in Section 1(b), in the positions set forth in Section 2, and upon the other terms and conditions herein provided commencing on October 26, 2017 (the “Effective Date”).

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 356 U.S. 24 78 S.Ct. 562 2 L.Ed.2d 578 Charles H. MARSHALL, petitioner,v.Wilber M. BRUCKER, Secretary of the Department of the Army, and Individually. No. 41, Misc. Supreme Court of the United States March 10, 1958 Charles W. Marshall, pro se. Solicitor General Rankin, for respondent. On petition for writ of certiorari to the United States Court of Appeals for the District of Columbia Circuit. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for writ of certiorari are granted. The judgment of the United States Court of Appeals for the District of Columbia Circuit is reversed and the case is remanded to the District Court for appropriate relief in the light of Harmon v. Brucker (Abramowitz v. Brucker) 355 U.S. 579, 78 S.Ct. 433. 2 Mr. CLARK dissents from this disposition of the case for the reasons stated in his dissenting opinion in these cases.

assistant: 2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: After satisfaction of the conditions set forth in this Section 2.17 with respect to the applicable Incremental Facility, the Paying Agent and the Borrower shall determine the effective date (the “ Incremental Facility Effective Date ”) and the final allocation of such Incremental Facility. The Paying Agent shall promptly notify the Borrower and the Appropriate Lenders (including Eligible Assignees that become Lenders in accordance with clause (c) above) of the final allocation of such Incremental Facility and the Incremental Facility Effective Date.

assistant: Effective Dates
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 Vehicle Trustee hereby reaffirms, as of the date hereof, the representations, warranties and covenants set forth in Section 7.7 of the Vehicle Trust Agreement, on which the Grantors and UTI Beneficiary, each of their permitted assignees and pledgees and each Registered Pledgee and Holder or Related Beneficiary of the 2017-2 SUBI Certificate (and beneficial owner of any portion thereof, including the Issuer and the Trust Certificateholders) may rely; provided, however, that in lieu of the representations set forth in Section 7.7(e) of the Vehicle Trust Agreement, the Vehicle Trustee represents, warrants and covenants that the office where the Bank keeps its records concerning the transactions contemplated hereby is located at 100 White Clay Center, Suite 102, P.O. Box 6995, Newark, Delaware 19711. For purposes of this Section, any reference in Section 7.7 of the Vehicle Trust Agreement to the Vehicle Trust Agreement shall be deemed to constitute references to the SUBI Trust Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that “[l]aw firms generally operate with a profit motive where efficiency is the rule demanded in every case. These firms do not have the luxury to address every detail of a case ad infinitum.” Id. at *6. Instead, to calculate the lodestar, courts must look to “ ‘what a reasonable, paying client would be willing to pay,’ given that such a party ‘wishes to spend the minimum necessary to litigate the case effectively.’” Id. (quoting Simmons, 575 F.3d at 174). Finally, the Second Circuit has said that calculating reasonable hours expended is “best made by the district court on the basis of its own assessment of what is appropriate for the scope and complexity of the particular litigation.” Carey, 711 F.2d at 1146; see also Lore v. City of Syracuse, 670 F.3d 127, 175 (2d Cir. 2012) (<HOLDING>). “In making this examination, the district Options: A. holding that while the nonprevailing partys financial condition is not appropriate to consider in determining whether to award attorneys fees it is appropriate to consider when determining the amount of the attorneys fees B. holding that the district court which is intimately familiar with the nuances of the case is in the best position to determine an appropriate fees award C. holding that an award of attorneys fees under supreme court rule 38 precursor to rule 222 did not preempt an award of attorneys fees to which one is otherwise entitled and thus appellant could seek an award of attorneys fees pursuant to section 1577300 which permits an award of fees for a party prevailing in an action against a state agency D. holding that an attorneys fees award is not appealable until the amount of the award is set E. holding because an award of attorney fees is discretionary court may consider attorney fees in relation to the underlying equities in the case

assistant: The best answer is B. holding that the district court which is intimately familiar with the nuances of the case is in the best position to determine an appropriate fees award
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: (i) Any ERISA Event or a Prohibited Transaction shall occur with respect to any Plan; (ii) a notice of intent to terminate a Plan under Section 4041 of ERISA shall be filed; (iii) a notice shall be received by the plan administrator of a Plan that the PBGC has instituted proceedings to terminate a Plan or appoint a trustee to administer a Plan; (iv) any other event or condition shall exist that might, in the opinion of the Buyer, constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (v) the Seller or any ERISA Affiliate shall withdraw from or incur liability, including excise tax, in connection with a Multiemployer Plan under circumstances that the Buyer determine could have a Material Adverse Effect; and in case of the occurrence of any event or condition described in clauses (i) through (v) above, such event or condition together with all other such events or conditions, if any, could subject the Seller to any tax, penalty or other liabilities in the aggregate material in relation to the business, operations, property or financial or other condition of the Seller.

assistant: Erisa
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 event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Obligor or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of any Borrowed Money with a principal amount in excess of $500,000.

assistant: No Defaults
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: any substantial rights that would be prejudiced if the judgment is set aside. Thus, balancing the equities of this case, we find that allowing Rochester Associates to obtain such a windfall without according MIF a hearing on the merits of its claim outweighs the policy favoring finality of judgments. In other words, our sense of justice is offended more by permitting this judgment to stand than by setting aside the judgment in favor of a determination of the merits of MIF’s claim. Rochester Associates contends that a mistaken belief that a settlement had been reached is not the type of mistake for which Rule 60(b) relief is warranted, but we disagree. Ordinarily, attorney carelessness or neglect is not cognizable under Rule 60(b). See Robinson v. Armontrout, 8 F.3d 6, 7 (8th Cir.1993) (<HOLDING>). MIF is not seeking either to enforce or to Options: A. holding that the standard of review is abuse of discretion and an appeal from denial of rule 60b relief does not bring up the underlying judgment for review B. holding attorneys failure to object does not warrant rule 60b relief C. holding that rule 60b bars sua sponte relief D. holding that rule 60b cannot provide any relief from the district courts judgment on an 18 usc 3582 motion because 3582 actions are criminal in nature and rule 60b is applicable only to civil proceedings E. holding that defenses under rule 60b may be waived

assistant: The best answer is B. holding attorneys failure to object does not warrant rule 60b relief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Sections 3 and 4 below, during the Participant’s Employment, the Award, unless earlier terminated, shall become vested as to one-third (1/3rd) of the total number of shares of Stock subject to the Award on each of the first, second and third anniversaries of the Grant Date, with the number of shares of Stock that vest on any such date being rounded down to the nearest whole share and the Award becoming fully vested on the third anniversary of the Grant Date. Notwithstanding the foregoing, subject to Sections 3 and 4 below, shares of Stock subject to the Award shall not vest on any vesting date unless the Participant has remained in continuous Employment through the applicable vesting date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of custody alone has never been enough in itself to demonstrate a coerced confession or consent to search.- Similarly, under Schneckloth, the absence of proof that Watson knew he could withhold his consent, though it may be a factor in the overall judgment, is not to be given controlling significance. There is no indication in this record that Watson was a newcomer to the law, mentally deficient, or unable in the face of a custodial arrest to exercise a free choice. He was ■ given Miranda warnings and was further cautioned that the results of the search of his car could be used against him. He persisted in his consent. Id. at 424-25, 96 S.Ct. 820 (footnote omitted) (emphasis supplied); see also United States v. Mendenhall, 446 U.S. 544, 557-59, 100 S.Ct. 1870, 64 L.Ed.2d 497 (1980) (<HOLDING>). POLICE DECEPTION OR MISREPRESENTATION This Options: A. holding that a defendants consent to accompany dea agents from the detroit airport to the dea office was voluntary when she was asked to accompany the officers there were no threats or show of force and the officers told her twice that she could decline to consent B. holding that consent was coerced when officers told defendants wife they came to search the premises and she allowed them to enter C. holding that defendants consent was involuntary where defendant consented to search following a warrantless entry and officers explained that absent consent the officers would obtain a warrant D. holding that complaining witnesss passive submission to her fathers act of carnal intercourse with her without her consent and that she failed to outcry or resist because she was frightened were insufficient to show she was not an accomplice E. holding that defendant was seized where the officer told defendant that she knew that he was on probation defendant admitted to the officer that he had given her a false name and defendant was asked for consent to search a backpack because a reasonable inference was that defendant was the subject of a continuing investigation and his or her freedom of movement had been significantly restricted by the officers show of authority

assistant: The best answer is A. holding that a defendants consent to accompany dea agents from the detroit airport to the dea office was voluntary when she was asked to accompany the officers there were no threats or show of force and the officers told her twice that she could decline to consent
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 and ebay agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class , or representative or private attorney general action or proceeding .

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: In the event of a breach by the Company or a Holder of any of its obligations under this Agreement, any Party, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Parties agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate and shall waive any requirement for the posting of a bond. No failure or delay by any Person in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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: is to be construed as altering the common law, farther than its words import. It is not to be construed as making any innovation upon the common law which it does not fairly express.” [Ibid, (quoting 3 Norman J. Singer, Sutherland Statutory Construction § 61.01, at 77 (4th ed.1986) (footnote omitted) (quoting Shaw v. Railroad Co., 101 U.S. 557, 565, 25 L.Ed 892, 894 (1880))).] Coincident with that interpretive canon is our tradition of giving “narrow range” to statutes granting immunity from tort liability because they leave “unredressed injury and loss resulting from wrongful conduct.” Harrison v. Middlesex Water Co., 80 N.J. 391, 401, 403 A.2d 910 (1979) (construing strictly landowner’s immunity statute). See also Renz v. Penn Cent. Corp., 87 N.J. 437, 457-58, 435 A.2d 540 (1981) (<HOLDING>); Immer v. Risko, 56 N.J. 482, 487-88, 267 A.2d Options: A. holding dormancy statutes should be strictly construed B. holding that a governments consent to be sued must be construed strictly in favor of the sovereign C. holding that railroad immunity act should be strictly construed D. holding 2513 to be jurisdictional and therefore must be strictly construed E. holding that in presence of any doubt a penal statute is to be strictly construed

assistant: The best answer is C. holding that railroad immunity act should be strictly construed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the number of outstanding shares of Company Stock is increased or decreased as a result of a stock dividend, stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other change in the Company's capitalization without the receipt of consideration by the Company, the number and kind of shares with respect to which you have an unexercised NSO and the exercise price shall be proportionately adjusted by the Committee, whose determination shall be binding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of the Agreement supersedes the provisions of all prior Change in Control agreements entered into between you and the Company and all other prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter hereof.

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: States v. Frechette, 583 F.3d 374, 379 (6th Cir. 2009) (concluding that “[ejvidence that an individual subscribed to child pornography web sites supports the conclusion that he has likely downloaded, kept, and otherwise possessed the material” (quotation omitted)); United States v. Gourde, 440 F.3d 1065, 1070-72 (9th Cir. 2006) (en banc) (concluding that payment and registration for a subscription to child pornography website supported a probable cause determination); United States v. Wagers, 452 F.3d 534, 540 (6th Cir. 2006) (noting that “evidence that a person has visited or subscribed to websites containing child pornography supports the conclusion that he has likely downloaded, kept, and otherwise possessed the material”); United States v. Martin, 426 F.3d 68, 74-76 (2d Cir. 2005) (<HOLDING>); United States v. Bershchansky, 958 F. Supp. Options: A. holding that an affidavit did not provide probable cause sufficient to validate a warrant where the affidavit stated an incorrect date uncontradicted by any other specific fact in the affidavit B. holding that probable cause existed to search the defendants residence because the warrant affidavit established probable cause that the defendant possessed stolen firearms and because people generally keep firearms at home or on their persons C. holding affidavit insufficient to support probable cause when one cannot learn from the affidavit when the past activities occurred and when the observations were made D. holding that officers possession of affidavit at searched premises without leaving a copy with the occupant was insufficient to allow for consideration of the affidavit in evaluating the constitutionality of the warrant E. holding that affidavit supported probable cause determination when the affidavit stated only that an occupant of defendants home subscribed to child pornography egroup

assistant: The best answer is E. holding that affidavit supported probable cause determination when the affidavit stated only that an occupant of defendants home subscribed to child pornography egroup
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the net proceeds of the sale of the Closing Securities in all material respects in accordance with the Approved Transaction Budget; provided that in no event shall the aggregate spend of the Company with respect to the matters covered by the Approved Transaction Budget exceed the aggregate spend provided for by the Approved Transaction Budget; and provided further that such obligation shall terminate upon the expiration or termination of the Additional Closing Option (but in any event not prior to the Second Closing).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin (or, in the case of any Swingline Loan, such other rate as agreed between the applicable Borrower and the Swingline Lender).

assistant: Interests
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: La. R.S. 3:24, §§ 3:3804(C) and (D), 3809. 5 . See, La. R.S. § 3:3802(B)(2). 6 . See, Plaintiffs Response to Defendants’ Motion to Dismiss, Rec. Doc. No. 33, p. 1. 7 . See, Defendants' Motion to Dismiss, p. 4. 8 . Lowrey v. Texas A & M Univ. Sys., 117 F.3d 242, 247 (5th Cir.1997). 9 . Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957); Blackburn v. City of Marshall, 42 F.3d 925, 931 (5th Cir.1995). 10 . Baker v. Putnal, 75 F.3d 190, 196 (5th Cir.1996). 11 . Baker, 75 F.3d at 196; Spivey v. Robertson, 197 F.3d 772, 774 (5th Cir.1999), rehearing denied, 530 U.S. 1229, 120 S.Ct. 2659, 147 L.Ed.2d 274 (2000). 12 . Lowrey, 117 F.3d at 247. 13 . Guidry v. Bank of LaPlace, 954 F.2d 278, 281 (5th Cir.1992). 14 . See Jacquez v. Procunier, 801 F.2d 789, 792-93 (5th Cir.1986) (<HOLDING>); Morrison v. City of Baton Rouge, 761 F.2d Options: A. holding that the proper ground for dismissal of a 1983 action in which the plaintiff has failed to establish state action is lack of jurisdiction B. holding that when plaintiff has proven injury but has failed to prove the amount of damages the plaintiff is only entitled to nominal damages C. holding that dismissal of a pro se complaint for failure to state a claim should generally be without prejudice but if the plaintiff has been given an opportunity amend his complaint and fails to do so the dismissal may be with prejudice D. recognizing that although the plaintiff attempted to make a claim under section 310 the plaintiff failed to establish the element of duty required to sustain that claim E. recognizing that dismissal is required if a plaintiff has had fair opportunity to make his case but has failed

assistant: The best answer is E. recognizing that dismissal is required if a plaintiff has had fair opportunity to make his case but has failed
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: inappropriate, and it points to no supporting evidence in the record. The Court finds Commerce properly chose to proceed to an examination of the viability of Kanzen’s third country sales to the United Kingdom as the basis for NV because Commerce followed its consistent practice of strictly abiding by the five percent test as a threshold for viability. See, e.g., Notice of Final Determination of Sales at Less Than Fair Value: Stainless Steel Wire Rod from Japan, 63 Fed. Reg. 40,434, 40,441-42 (July 29, 1998). Additionally, this Court has affirmed Commerce’s reliance on the five percent threshold absent a showing of some unusual situation that would render its application inappropriate. See, e.g., Chemetals, Incorporated v. United States, 138 F. Supp.2d 1338, 1349 (Ct. Int’l Trade 2001) (<HOLDING>). 3. Commerce’s Determination to Use Kanzen’s Options: A. holding substantial relation test not even implicated in such a situation B. holding that the defendant failed to demonstrate ineffective assistance due to the alleged conflict of interest because the defendant failed to demonstrate a conflict as nothing was presented to refute the attorneys testimony that his loyalty was to his clients C. holding plaintiffs failed to demonstrate an unusual situation invalidating use of five percent test D. holding that it was an abuse of discretion to refuse to award attorneys fees where each element of five part test has been satisfied E. holding that even if plaintiff could demonstrate that failed drug test proffered by defendant as ground for dismissal was in error that showing would not demonstrate that reliance on test was pretext for discrimination

assistant: The best answer is C. holding plaintiffs failed to demonstrate an unusual situation invalidating use of five percent test
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, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

assistant: Waiver Of Jury Trials