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: other court’s construal of the statute. See Thrivent, 251 S.W.3d at 622-23; J.D. Edwards World Solutions Co. v. Estes, Inc., 91 S.W.3d 836, 839-40 (Tex.App.-Fort Worth 2002, pet. denied); Poole v. USAA Cas. Ins. Co., No. 14-99-00740-CV, No, 14-99-01056-CV, 2000 WL 1721150, at *1, 2000 Tex.App. LEXIS 6825, at *3-*4 (Tex.App.-Houston [14th Dist.] Oct. 12, 2000, pet. denied) (not designated for publication); Vondergoltz, 14 S.W.3d at 331. Finally, this argument is contrary to the prevailing view among state courts outside of Texas as well, which have held that an order vacating an award and directing a rehearing (without denying confirmation) is not final and appealable. See City of Fort Lauderdale v. Fraternal Order of Police, Lodge No. 31, 582 So.2d 162, 162-63 (Fla.Dist.Ct.App.1991) (<HOLDING>); Carner v. Freedman, 175 So.2d 70, 71 Options: A. holding that the ordering of a rehearing caused the judgment to not be final and appealable B. holding that a rehearing order was not final or appealable C. holding that an order of consolidation is interlocutory and not immediately appealable D. holding an order denying a motion for summary judgment is interlocutory and not appealable E. holding that a rehearing order is interlocutory and not appealable

assistant: The best answer is E. holding that a rehearing order is interlocutory and not appealable
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 not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of NASDAQ such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. The Purchasers shall take no action to become a group such that any transactions contemplated by this Agreement would require shareholder approval prior to Closing.

assistant: Integration
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: 2001) (describing the denial of a jury trial as a structural defect requiring automatic reversal). Similarly, every Florida district court of appeal has issued a decision reversing a conviction obtained without a valid waiver of a jury trial. See, e.g., Montero v. State, 780 So.2d 917, 917 (Fla. 2d DCA 2000) (reversing the defendant’s conviction because the record failed to show that the defendant validly waived his right to a jury trial); Hyler v. State, 732 So.2d 1208, 1209 (Fla. 4th DCA 1999) (concluding that a conviction must be reversed where the record contained no written waiver and did not reflect an inquiry by the trial court that the defendant voluntarily, knowingly, and intelligently waived his right to a jury trial); Gamble v. State, 696 So.2d 420, 420 (Fla. 5th DCA 1997) (<HOLDING>); Sansom v. State, 642 So.2d 631, 631 (Fla. 1st Options: A. holding that a failure to inform the defendant of the minimum possible sentence meant that the defendant did not fully understand the consequences of his plea and his rights were therefore automatically substantially affected B. holding that the failure to inform the defendant of his right to a sixperson jury and the failure to consult the defendant as to his wishes was an error for which a new trial was the only remedy C. holding that treating a defendants failure to appear as a waiver not only of the right to be present but of the right to have a hearing on the motion was error D. holding that failure to inform the defendant of the constitutionally mandated right to a sixperson jury when one juror became ill after the jury had been sworn but before trial had begun and the defendants attorney waived his rights without consulting defendant mandates a new trial E. holding that an express waiver of the right to appeal the sentence was invalid because the trial court had failed properly to advise the defendant and that the defendant therefore did not waive his right to appeal the legality of his sentence

assistant: The best answer is B. holding that the failure to inform the defendant of his right to a sixperson jury and the failure to consult the defendant as to his wishes was an error for which a new trial was the only remedy
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 representations and warranties contained in Article III of the Loan Agreement and otherwise made by or on behalf of the Borrower or in connection with the Loan are true and correct as of the date hereof; provided that the representations and warranties set forth in Section 3.11 of the Loan Agreement shall be deemed to be made with respect to the financial statements most recently delivered to the Lender pursuant to the Loan 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 legal provision and list the applicable contract clause categories. Provision: Any Party hereto may (a) extend the time for the performance of any obligation or other act of any other Party hereto or (b) waive compliance with any agreement or condition of any other Party contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the party or parties to be bound thereby. No waiver or consent, express or implied, by any Party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee has been advised, and hereby is advised in writing, to consult with an attorney of his choice regarding the form and content of this Confirming Release, and he represents that he has had a sufficient opportunity (and a full 21 days) to do so before execution and return, and that he has read this Confirming Release and enters into it voluntarily and of his own free will. This Confirming Release and the releases and covenants contained herein shall be binding upon Employee, his heirs, executors, administrators, assigns, agents, attorneys in fact, attorneys at law, and representatives. This Confirming Release and the releases and covenants contained herein shall inure to the benefit of all Confirming Release Company Parties and each of their respective predecessors, successors, and assigns.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the provisions for earlier termination hereinafter provided, your employment hereunder shall be for a term (the “ Term ”) commencing on the Effective Date and ending on the third (3 rd ) anniversary of the Effective Date (the “ Initial Termination Date ”). If not previously terminated, the Term shall automatically be extended for one additional year on the Initial Termination Date, unless either you or the Company elect not to so extend the Term by notifying the other party, in writing, of such election not less than sixty (60) days prior to the Initial Termination 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 case excerpt and choose the best holding from the options. Case excerpt: shows that Respondent did have a legitimate car detailing business that involved cash transactions. In addition, the bank records show that money in the accounts came from the car detailing business. As a result, the State failed to demonstrate how the money contained in the bank account came from illegal drug transactions. Therefore, we affirm the court of appeals opinion holding that the State failed to establish probable cause that the money in the bank accounts contained proceeds traceable to illegal drug transactions. Further, we decline to use the rationale in Thomas because we believe the standard in Thomas would lessen the burden on the State and is in direct contravention to the word traceable in the language of the statute. See Ducworth, 319 S.C. at 162, 459 S.E.2d at 899 (<HOLDING>). Conclusion Accordingly, based on the above Options: A. recognizing that where the statutory language is not ambiguous the plain and ordinary meaning of the statute must be given effect B. holding that we must give the words in statutes their plain and ordinary meaning C. holding that the terms of a forfeiture statute must be strictly construed and as a result the words of a statute must be given their plain and ordinary meaning without resorting to subtle or forced construction to limit or expand the statutes operation D. holding that the clear and unambiguous words of an insurance contract should be given their plain and ordinary meaning E. holding that statutory words must be given their ordinary contemporary meaning

assistant: The best answer is C. holding that the terms of a forfeiture statute must be strictly construed and as a result the words of a statute must be given their plain and ordinary meaning without resorting to subtle or forced construction to limit or expand the statutes operation
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 AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 59 Haw. at 35-36, 575 P.2d at 472-73. 5 . The factors favoring adherence to principles of stare decisis include "considerations of certainty and the equal treatment of similarly situated litigants.” Boys Markets, Inc. v. Retail Clerks Union, Local 770, 398 U.S. 235, 257, 90 S.Ct. 1583, 1596, 26 L.Ed.2d 199 (1970) (Black, J., dissenting). When addressing a second appeal in the same case, overruling the decision reached in the first appeal will not result in disparate treatment of similarly situated litigants. 6 .The fact that the composition of the court has changed since Ross I was decided, although in and of itself not a sound reason to reconsider that decision, is not a bar to reconsideration •under the "law of the case” doctrine. Cf. Yoshizaki v. Hilo Hosp., 50 Haw. 40, 429 P.2d 829 (<HOLDING>), granting petition for reh'g of 50 Haw. 1, 427 Options: A. holding that a transfer was a demotion where there was testimony that few people transferred voluntarily from jobs in the plaintiffs prior division to jobs in the plaintiffs new division everybody viewed a transfer from the plaintiffs new division to the prior division as a promotion and the two departments had different seniority systems B. holding itself not bound by the opinion of another division of its own appellate district C. holding that when an application letter included a statement referring to the appellate division briefs the claims in the briefs were fairly presented to highest state court because the fair import of this statement was that petitioner was requesting the new york court of appeals to review the same claims that were advanced in the appellate division D. holding that reconsideration of the correctness of property division was barred on appeal from the judgment enforcing that division E. holding that change in composition of the court was not a bar to a grant of rehearing particularly when there was a three to two division on the original opinion

assistant: The best answer is E. holding that change in composition of the court was not a bar to a grant of rehearing particularly when there was a three to two division on the original opinion
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: Commencing March 7, 2016 and during the Employment Period, the Company shall pay to the Executive a base salary at the rate of no less than $750,000 per calendar year (the “Base Salary”), less applicable deductions, and prorated for any partial month or year, as applicable. The Base Salary shall be reviewed for increase by the Compensation Committees of AFG and AAC (the “Compensation Committees”) no less frequently than annually and may be increased in the discretion of the Compensation Committees. Any such adjusted Base Salary shall constitute the “Base Salary” for purposes of this Agreement. The Base Salary shall be paid in substantially equal installments in accordance with AAC’s regular payroll procedures. The Executive’s Base Salary may not be decreased during the Employment Period. The Company shall provide the Executive with a payment in an amount equal to the difference between (i) the Base Salary payments the Executive would have received had he been paid at the rate set forth in this Section 4(a) during the period commencing on March 7, 2016 and ending on the Effective Date hereof and (ii) the actual salary payments made to the Executive during such period, payable in a lump sum on a regular payroll date as soon as practicable following the Effective Date.

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: Notwithstanding the foregoing provisions, in the event of a Change in Control, the Performance Shares under this Agreement shall be subject to Article XVI of the Plan. In the event of any conflict between Article XVI of the Plan and this Agreement, Article XVI shall control. Notwithstanding any other agreement between the Company and the Grantee, the “Good Reason” definition set forth in Section 16.1 of the Plan shall govern this award.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was incapable of performing light work. We note that there is some question in this circuit as to whether an ALJ is entitled to rely on the VE’s testimony even if it is inconsistent with the DOT. Compare Powers v. Apfel, 207 F.3d 431, 436-37 (7th Cir.2000) (stating that an ALJ “is entitled to rely on expert testimony that contradicts the description of sedentary work in the [DOT]”), with Young v. Sec’y of Health and Human Servs., 957 F.2d 386, 391-92 (7th Cir.1992) (remand was necessary where VE’s testimony conflicted with job descriptions in the DOT); Tom v. Heckler, 779 F.2d 1250, 1255-56 (7th Cir.1985) (same). But Farley did not make this argument in his brief to this court, and therefore we deem the argument waived. Ricci v. Arlington Heights, 116 F.3d 288, 291-92 (7th Cir.1997) (<HOLDING>); United States v. Rodriguez, 888 F.2d 519, 524 Options: A. holding that argument not raised in opening brief is waived B. holding that an argument raised for the first time in a reply brief is waived C. holding an argument not raised in opening brief is waived D. holding that an argument raised only in a footnote of a brief is waived E. holding that argument raised at oral argument that was not included in brief is waived

assistant: The best answer is E. holding that argument raised at oral argument that was not included in brief is waived
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At any time prior to the Closing, any party may, subject to Section 10.1 and applicable Laws, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by the Company, the Seller or Parent in exercising any right 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 hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company, the Grantee, and the Grantee’s assignees pursuant to Section 6 above (the “parties”) agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of Alameda) and that the parties shall submit to the jurisdiction of such court. Each party irrevocably waives, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

assistant: Venues
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: Awards may be granted on the terms and conditions set forth in this Section 6. Unless otherwise expressly provided in an Award Agreement, upon a Participant’s Separation by reason of the Participant’s death or Disability, all Awards granted to the Participant shall become fully exercisable and/or vested and nonforfeitable. Unless otherwise expressly provided in an Award Agreement, upon a Participant’s Retirement Vesting Date all Awards granted to the Participant (other than (A) Awards granted to the Participant within the one (1) year period preceding the Participant’s Retirement Vesting Date and (B) Performance Awards) shall become fully exercisable and/or vested and nonforfeitable. Awards (other than Performance Awards) granted to the Participant within the one year period preceding the Participant’s Retirement Vesting Date, or granted to the Participant after the Participant’s Retirement Vesting Date, shall vest on the first anniversary of their respective dates of grant unless earlier forfeited due to the Participant’s Separation prior to any such first anniversary date. Except to the extent Awards may become vested upon a Participant’s death, Disability or upon (or following) a Participant’s Retirement Vesting Date or upon a Change of Control, the length of the period over which an Award may become vested and nonforfeitable will not be less than (i) three (3) years for Awards of Restricted Stock and Restricted Stock Units that are not Performance Awards granted to Eligible Persons other than non-Employee Directors or (ii) one (1) year for other Awards. Notwithstanding the foregoing, the Committee may accelerate the date on which the restrictions on any Award lapse, are waived or vesting is otherwise accelerated with respect shares of Stock underlying Awards which comprise, in the aggregate for the period beginning on the Effective Date and ending on the date of such acceleration, five percent (5%) or less of the total number of shares of Stock authorized for issuance under this Plan pursuant to Section 4(a). For purposes of clarity, any acceleration due to the death, Disability or attainment of a Participant’s Retirement Vesting Date or a Change of Control will not count against this five percent (5%) pool. Awards granted under this Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. The Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 8(a)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine.

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: and judgment is not binding precedent, except under the doctrines of law of the case, res judicata, and collateral estoppel. The court generally disfavors the citation of orders and judgments; nevertheless, an order and judgment may be cited under the terms and conditions of 10th Cir. R. 36.3. 1 . Mr. Cooper’s complaint originally named Sheriff John Wesley Anderson and Terry Maketa as defendants. Those defendants were dismissed by an order of the district court, and Mr. Cooper does not challenge that order on appeal. 2 . In his appellate brief, Mr. Cooper has listed as background information several rulings for which he has not provided argument or legal authority. Accordingly, we do not review those issues. See Phillips v. Hillcrest Med. Ctr., 244 F.3d 790, 800 n. 10 (10th Cir.2001) Options: A. holding that a litigant must support an argument with legal authority B. holding appellate court need not consider argument where party has failed to support it with any authority legal or otherwise C. holding party must support argument with legal authority D. holding that a party waives an argument if the party fails to elaborate or provide any citation of authority in support of the argument E. holding that an appellant waived a claim where he failed to cite any legal authority in support of an argument in his appellate brief

assistant: The best answer is B. holding appellate court need not consider argument where party has failed to support it with any authority legal or otherwise
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 further amended or canceled by mutual agreement of the parties in writing without the consent of any other person and, so long as Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.

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: them to cancel the Pebble Garden contract without penalty. See Mood v. Kronos Prods., Inc., 245 S.W.3d 8, 12 (Tex.App.-Dallas 2007, pet. denied) (“measure of damages for breach of contract is that which restores the injured party to the economic position he would have enjoyed if the contract had been performed” and may include foreseeable consequential damages that can be traced to breach). We reverse the trial court’s judgment and render judgment that the Jacksons are entitled to recover $3,889 in damages for Barry’s breach of contract. Because we have significantly recalculated the damages award, we remand the cause to the trial court for recalculation of attorney’s fees. See Young v. Qualls, 223 S.W.3d 312, 314-15 (Tex.2007) (quoting Barker v. Eckman, 213 S.W.3d 306, 314 (Tex.2006)) (<HOLDING>); see also Bossier Chrysler-Dodge II, Inc. v. Options: A. holding that section 721312 florida statutes provides for an award of appellate attorneys fees where the issue was the reasonableness of the fee awarded by the trial court B. holding that a district court may award attorneys fees while the merits are on appeal C. holding that appellate court should reverse and remand issue of attorneys fees where damages are reduced on appeal in a manner that could affect the determination of reasonable and necessary attorneys fees D. holding that issue of attorneys fees should be retried if damages awarded are reduced on appeal and appellate court can not be reasonably certain that trial court was not influenced by erroneous damages award E. holding a court may not award punitive damages

assistant: The best answer is D. holding that issue of attorneys fees should be retried if damages awarded are reduced on appeal and appellate court can not be reasonably certain that trial court was not influenced by erroneous damages 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 case excerpt and choose the best holding from the options. Case excerpt: a legally executable lease. In fact, the very same e-mail that Andersen argues creates a promise notes that “[Kranz] needs to get [the lease] signed, or it is going to cause some serious problems with them opening on-time as they have to order supplies, and everything else for the store.” Pl. App. 44. Andersen cannot parse certain statements FCOA made, leaving out words and relying on only those portions favorable to Andersen. FCOA also represented to Andersen that it could not install any fixtures or move any merchandise to the Coralville site until the parties executed a lease agreement. These statements, taken in their entirety, did not amount to “[a] declaration ... to do or forbear a certain specific act,” and were instead in the nature of an opinion. See Schoff, 604 N.W.2d at 51 (<HOLDING>). In Chipokas v. Hugg, 477 N.W.2d 688 (Iowa Options: A. holding that statements that merely convey an impression or understanding of a fact do not constitute a promise B. holding that a promise to make a loan is not covered by 1823e because a promise is not an asset C. holding a provision that criminalized sexually explicit images that appear to be a minor or convey the impression that a minor is depicted unconstitutionally vague because it was unclear whose perspective defines the appearance of a minor or whose impression that a minor is involved leads to criminal prosecution D. holding damages do not constitute other equitable relief E. holding that the failure to carry out an oral promise to convey land standing by itself is not fraud

assistant: The best answer is A. holding that statements that merely convey an impression or understanding of a fact do not constitute a promise
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: Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser was first contacted by the Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. The Purchasers, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents, maintained the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Creditor Parties, as applicable, reserves all of its rights and remedies arising with respect to any and all defaults or events of defaults under the Transaction Documents that may be in existence on the date hereof, regardless of whether such defaults or events of default have been identified, or which may occur in the future. Each Creditor Party has not modified, is not waiving and has not agreed to forbear in the exercise of, any of its present or future rights and remedies. No action taken or claimed to be taken by any Creditor Party will constitute such a waiver, modification or agreement to forbear. This Amendment does not obligate any Creditor Party to agree to any other extension or modification of the Transaction Documents nor does it constitute a course of conduct or dealing on behalf of any Creditor Party or a waiver of any other rights or remedies of any Creditor Party except as and only to the extent expressly set forth herein. No omission or delay by any Creditor Party in exercising any right or power under the Transaction Documents, this Amendment or any related instruments, agreements or documents will impair such right or power or be construed to be a waiver of any default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and no waiver will be valid unless in writing and then only to the extent specified.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: owed plaintiff some duty of care. See Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986). In addition to demonstrating that their time charter arrangement was a standard one, Cetragpa filed affidavits affirmatively denying that it exercised any control over the crew’s operations. As the non-moving party with the ultimate burden o 542 F.2d 145, 151 (2d Cir.1976) (same). Because the Fourth Circuit has never directly- addressed this issue, the plaintiff wishes to preserve his objections to the dismissal of Cetragpa for a possible appeal. This Court repeats the conclusion of Harris that Turner and Fernandez are unpersuasive and in conflict with the Fourth Circuit’s decision in Bernard v. U.S. Lines, Inc., 475 F.2d 1134, 1135-36 (4th Cir.1973) (<HOLDING>). IV. In addition, the Court finds that Options: A. holding that a charter party creates no contractual duty towards a longshoreman on the part of a time charterer B. holding that clause 8 of the nype charter party expressly makes the time charterer hable for the vessels neghgence C. holding that clause eight requires time charterer to indemnify shipowner for any damages awarded because of injury to longshoreman D. holding that the duty of good faith and fair dealing is a contractual duty E. holding that clause eight imposes liability on time charterer for injuries to longshoremen

assistant: The best answer is A. holding that a charter party creates no contractual duty towards a longshoreman on the part of a time charterer
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: 11.1 you may terminate your relationship with skype at any time and without recourse to the courts by requesting closure of your user account , ceasing to use the software , products and/or skype websites and cancelling any recurring payments .

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: Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied ratably between the Initial Term Loans as follows: (A) first to the next four (4) scheduled quarterly principal installments of the Initial Term Loans in direct order of maturity, (B) second, to reduce on a pro rata basis the remaining scheduled principal installments of the Initial Term Loans as determined by the Borrower and (C) third, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment and (D) fourth, to Cash Collateralize any L/C Obligations then outstanding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS SUBORDINATED NOTE, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). THIS NOTE IS A SECURITY GOVERNED BY ARTICLE 8 OF THE NEW YORK UNIFORM COMMERCIAL CODE.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon you, your heirs, executors and personal representatives and upon Tyson, its successors and assigns. You acknowledge that the services to be rendered by you are unique and personal. You may not assign, transfer or pledge your rights or delegate your duties or obligations under this Agreement, in whole or in part, without first obtaining the written consent of the CLDC Chairman.

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: All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except with respect to the payment of Obligations on the Maturity Date or as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Without duplication of any obligation of the Credit Parties under Section 11.2 , in addition to amounts payable as provided herein, each of the Credit Parties hereby agrees, on a joint and several basis, to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable out-of-pocket fees, expenses and disbursements of counsel) which each Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction in a final, non-appealable order, or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of the Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If there is any dispute between the parties concerning any matter relating to this Agreement, the exclusive basis for adjudication of this Agreement (except with respect to the performance of the covenants and obligations as set forth in Article I II above) shall be by arbitration as detailed herein. Either party may submit the dispute to binding arbitration. Any such arbitration proceeding will be conducted in Palm Beach, Florida and except as otherwise provided in this Agreement, will be conducted under the auspices of JAMS/Mediation, Inc., in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall allow such discovery as the arbitrator determines appropriate under the circumstances. Each party will bear its respective attorneys’ fees. The award and decision of the arbitrator shall be conclusive and binding on all parties to this Agreement and judgment on the award may be entered in any court of competent jurisdiction. The parties acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction and each waives any right to contest the validity or enforceability of such award. The parties further agree to be bound by the provisions of any statute of limitations which would be applicable in a court of law to the controversy or claim which is the subject of any arbitration proceeding initiated under the Agreement. The parties further agree that they are entitled in any arbitration proceeding to the entry of an order, by a court of competent jurisdiction pursuant to an opinion of the arbitrator, for specific performance of any of the requirements of this Agreement.

assistant: Arbitration
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: work experiences. See Basith v. Cook County, 241 F.3d 919, 927 (7th Cir.2001); 29 C.F.R. § 16S0.2(n)(3). NSP considers, and its associate consultant job description designates, handling safety-sensitive calls as an essential job function. Emerson argues that the relative rarity of such calls (5% of the job, by her estimate) shows that they are only a marginal duty. Although we accept Emerson’s estimate of the safety-sensitive call volume, it fails to rebut the essential function status. Consultants clearly receive safety-sensitive calls which are crucial as they have potentially dangerous consequences if handled poorly. Emerson suggests that the calls could have been routed to another consultant, but this does not change their essential function status. See Basith, 241 F.3d at 929 (<HOLDING>). Second, Emerson contends that she could Options: A. holding that an employers obligation to an employee to act in good faith extends only to the performance of those contractual duties it has chosen to assume B. holding that an employee whose disability is related to his ability to perform the duties of his position is not disabled under the act and therefore an employer has no duty to accommodate C. holding that a bailment is a delivery of personal property to another to hold in trust for a particular purpose D. holding that employers ability to assign delivery duties to another employee does not make them nonessential E. holding that the employers failure to interact with the employee does not preclude the employee from losing on summary judgment because the employee must still prove that a reasonable accommodation could have been made

assistant: The best answer is D. holding that employers ability to assign delivery duties to another employee does not make them nonessential
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: As stated in Heioleth-Packard, “A seller’s intent, unless embodied in an enforceable contract, does not create a limitation on the right of a purchaser to use, sell, or modify a patented product as long as a reconstruction of the patented combination is avoided.” 123 F.3d at 1453, 43 USPQ2d at 1658. We do not discern an enforceable restriction on the reuse of these cameras based on the package statements. These statements are instructions and warnings of risk, not mutual promises or a condition placed upon the sale. See id. at 1447-48, 1453, 123 F.3d 1445, 43 USPQ2d at 1652-53, 1657 (refusing implicit limit on modification of cartridges designed to be non-refillable and sold with instructions warning against reuse or refilling); Kendall Co., 85 F.3d at 1576, 38 USPQ2d at 1922 (<HOLDING>). These package instructions are not in the Options: A. holding that failure to request jury instruction about manner in which evidence was obtained was not error and thus did not constitute ineffective assistance because defendant was not entitled to instruction B. holding that instruction meant to ensure product safety and efficiency did not have contractual significance C. holding that when no objection was made to jury instruction evidence to support finding based on instruction should be assessed in light of the instruction given D. holding that plaintiffs may have a property interest in vested contractual rights E. holding that the defendant trade association which did not manufacture sell distribute design test conduct safety research on or set standards for the product could not be held to have owed a duty to the plaintiff

assistant: The best answer is B. holding that instruction meant to ensure product safety and efficiency did not have contractual significance
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: You are eligible to participate in regular health insurance, bonus and other employee benefit plans established by the Company for its employees and executives from time to time. Notwithstanding the Company’s formal travel policy, you may elect to travel business class, or if business class is not available, first class on any flight that has a scheduled duration of four hours or more.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In performing its obligations hereunder, Servicer shall be entitled to execute and deliver any agreements, instruments or other documents, and take such other actions, for and on behalf of the Lender as are reasonably necessary or advisable in connection with the performance by Servicer of its obligations hereunder.

assistant: Authority