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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities available under this Plan, the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share, the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award, including the number and class of securities subject thereto, the terms of each outstanding Performance Award, the maximum number of securities with respect to which options or SARs may be granted during any fiscal year of the Company to any one grantee, the maximum number of shares of Common Stock that may be awarded during any fiscal year of the Company to any one grantee pursuant to a Stock Award that is subject to Performance Measures or a Performance Award, and the maximum amount that may be payable pursuant to any Performance Award denominated in cash granted during any fiscal year of the Company to any one grantee shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive. If any such adjustment would result in a fractional security being (a) available under this Plan, such fractional security shall be disregarded, or (b) subject to an award under this Plan, the Company shall pay the holder of such award, in connection with the first vesting, exercise or settlement of such award, in whole or in part, occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the exercise or base price, if any, of such award.

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: Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect or result in a Lien against any Collateral, except for Permitted Liens, (b) without limiting anything contained in the foregoing clause (a), except to the extent subject to a Permitted Contest, pay all amounts due and owing in respect of Taxes (including without limitation, payroll and withholdings tax liabilities) on a timely basis as and when due, and in any case prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof, (c) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations and liabilities, and (d) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: We are not sure what the government means by “sufficient connection,” but if it is less than probable cause, it is not sufficient. If Rodriguez reasonably suspected Montes-Ramos was transporting illegal narcotics, he could have detained Montes Ramos and investigated further. He could have asked if Montes-Ramos was transporting narcotics. See United States v. Karam, 496 F.3d 1157, 1161 (10th Cir. 2007). He could have asked for consent to search the vehicle. See United States v. Sanchez, 89 F.3d 715, 719 (10th Cir.1996). He could have stood at the car door, waiting for the smell of marijuana to waft out the window. See Angelos, 433 F.3d at 748. He could have called for a drug dog to sniff the exterior of the vehicle. See United States v. Morales-Zamora, 914 F.2d 200, 203 (10th Cir.1990) (<HOLDING>). And if his suspicion about drug trafficking Options: A. holding that canine sniff not a search under the fourth amendment B. holding canine sniff during traffic stop is not illegal search under fourth amendment C. holding canine sniff of an unattended vehicle parked outside the curtilage of defendants home was not a search within the meaning of the fourth amendment D. holding that a canine sniff is a search for purposes of the fourth amendment E. holding a canine sniff on a legitimately detained automobile is not a search within the meaning of the fourth amendment

assistant: The best answer is E. holding a canine sniff on a legitimately detained automobile is not a search within the meaning of the 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: Seller is a limited liability company duly organized and validly subsisting under the laws of the State of New Mexico, and has full power and authority to conduct its business as it is now being conducted, and to execute, deliver and perform this Agreement.

assistant: Organizations
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: by particular factual basis or theories, but it included an instruction restating the express warranty provided under the parties’ contract. To the extent Powell argues that the trial court erred in refusing to include its breach of warranty instruction, Powell does not demonstrate how its proposed instruction would have prevented the jury from considering any improperly submitted theory of liability or why the instruction was otherwise necessary. Nor does Powell point to any evidence in the record that might have caused the jury to find a breach of warranty based on conduct and that would have been excluded under Powell’s proposed instruction. We conclude the trial court was within its discretion in declining to submit Powell’s proposed instruction. See Bush, 122 S.W.3d at 857-58 (<HOLDING>). Cross-Appeal on Amount of Damages and Fees Options: A. holding that the trial court did not err in refusing to give the defendants tendered instruction regarding the voluntariness of his confession B. holding that the district court did not err in determining that inadvertent disclosure did not result in waiver C. holding that the trial court did not err in refusing to consider debtors claim of rescission as an equitable defense to the foreclosure action where that defense was not raised before the clerk D. holding that trial court did not err in refusing instruction that would have directed jurors not to consider specific acts of negligence in determining medical centers liability E. holding that trial court did not err

assistant: The best answer is D. holding that trial court did not err in refusing instruction that would have directed jurors not to consider specific acts of negligence in determining medical centers liability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Child Hearsay Statute actually contemplates testimony from both the child and those witnessing the child’s later reaction, even if the hearsay may be ‘bolstering.’ ” (Citation and punctuation omitted.) Ledford v. State, 313 Ga. App. 389, 391-392 (2) (721 SE2d 585) (2011) (“Any ‘bolstering’ can be explored by defendant in cross-examination.” (citation and punctuation omitted)); see also Weathersby v. State, 262 Ga. 126, 128 (4) (a) (414 SE2d 200) (1992). Here, Laster does not assert that the statutory requirements were not met, and we have previously held that, under OCGA § 24-3-16 (2012), the order of witnesses is irrelevant to the question of the admissibility of child hearsay evidence. See OCGA § 24-3-16 (2012); Hilliard v. State, 298 Ga. App. 473, 477 (4) (a) (680 SE2d 541) (2009) (<HOLDING>). Accordingly, the trial court did not err in Options: A. holding that the confrontation clause bars admission of testimonial statements of a witness who did not appear at trial unless the witness was unavailable to testify and the defendant had a prior opportunity for crossexamination B. holding that the trial court did not err in allowing a witness to testify regarding the child victims hearsay statements prior to the child testifying because ocga 24316 allows testimony about a childs outofcourt statements even in cases when the child does not appear as a witness as long as the child is available at the trial to testify C. holding a social worker treating the child was permitted to testify to statements the child made about the abuse including the victims identification of the perpetrator because the statements were necessary to the treatment of ensuring the continued safety of the child D. holding that in order to state a claim for ineffective assistance of counsel based on the failure to call a witness to testify the claimant must allege 1 the identity of the potential witness 2 that the witness was available to testify at trial 3 the substance of the witnesss testimony and 4 an explanation of how the omission of the testimony prejudiced the case E. holding that testimonial hearsay statements of a witness who does not appear at trial are inadmissible under the confrontation clause of the sixth amendment unless the witness is unavailable to testify and the defendant has had a prior opportunity to crossexamine the witness

assistant: The best answer is B. holding that the trial court did not err in allowing a witness to testify regarding the child victims hearsay statements prior to the child testifying because ocga 24316 allows testimony about a childs outofcourt statements even in cases when the child does not appear as a witness as long as the child is available at the trial to testify
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 common stock is increased or decreased or the shares of common stock are changed into or exchanged for a different number or kind of Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of Stock, exchange of Stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Stock effected without receipt of consideration by the Company occurring after the Grant Date, the Committee shall make appropriate adjustments in the number of shares of Restricted Stock Units covered by this grant.

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 case excerpt and choose the best holding from the options. Case excerpt: Juan Rogelio Barajas-Hernandez appeals his 63-month sentence imposed upon conviction after jury trial for illegal reentry of a previously deported alien, in violation of 8 U.S.C. § 1326. We have jurisdiction pursuant to 28 U.S.C. § 1291 and 18 U.S.C. § 3742, and we affirm. Barajas-Hernandez first challenges the district court’s denial of his motion for acquittal, based on his contention that the prosecution did not prove his prior conviction at trial as required by Apprendi v. New 44 (9th Cir.1999) (per curiam), cert. denied, 529 U.S. 1061, 120 S.Ct. 1572, 146 L.Ed.2d 475 (2000) (<HOLDING>). AFFIRMED. ** This disposition is not Options: A. recognizing that 1996 amendment specifically applies regardless of date of prior conviction constituting aggravated felony B. holding that a prior nonarizona conviction to be used as a prior felony conviction under the statute must both be for an offense that would constitute a felony in arizona and be classified as a felony in the other jurisdiction C. holding that the expanded definition of aggravated felony applies retroactively in actions taken on or after september 30 1996 D. holding that 212c applies to all applications for relief filed after november 29 1990 regardless of when conviction occurred for offenses within the original definition of aggravated felony E. recognizing that 1996 amendment to definition of aggravated felony applies retroactively

assistant: The best answer is A. recognizing that 1996 amendment specifically applies regardless of date of prior conviction constituting aggravated felony
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: federal and state proceedings who apparently did not communicate in advance of Hopkins' testimony in the first trial. In addition, when Gary's counsel interviewed Hopkins to solicit information upon which his testimony in the first trial was based, she asked permission only of the attorney representing Hopkins on the federal charges. 4 . There is no evidence in the record that the defendant proposed this particular solution to the trial judge. 5 . We also note that if Gary had opted to testify as to whether he possessed a gun at the time of his arrest, he would not have been permitted to take the Fifth Amendment with respect to the breaking and entering offenses which immediately preceded. See Brown v. United States, 356 U.S. 148, 155-57, 78 S.Ct. 622, 626-28, 2 L.Ed.2d 589 (1958) (<HOLDING>). 6 . The trial court arrived at the same Options: A. holding that fifth amendment privilege against selfincrimination is a purely personal one that cannot be utilized by or on behalf of any organization such as a corporation B. holding that waiver of privilege against selfincrimination is proceeding specific C. holding that defendants exercise of right to testify in own behalf waives his fifth amendment privilege against selfincrimination D. holding that juveniles request to call parent is assertion of fifth amendment privilege against selfincrimination E. recognizing commonlaw privilege against selfincrimination

assistant: The best answer is C. holding that defendants exercise of right to testify in own behalf waives his fifth amendment privilege against selfincrimination
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and Executive’s employment hereunder shall be for an initial term of five (5) years commencing on the date hereof (the “ Effective Date ”) and ending on the fifth anniversary of the Effective Date (the “ Expiration Date ”), unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the “ Term ”). Thereafter, this Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “ Renewal Term ”), unless such renewal is objected to by either the Company or the Executive upon 90 days written notice prior to the commencement of the next Renewal Term. In the event of renewal, the last day of each Renewal Term shall be deemed the new 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: This Agreement may be executed in any number of counterparts and all of such counterparts shall be deemed an original and for all purposes constitute one agreement binding on the parties hereto, notwithstanding that all parties are not signatory to the same counterpart.

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 case excerpt and choose the best holding from the options. Case excerpt: the case pursuant to 28 U.S.C. § 1337(a), and there is no question that the court had jurisdiction under 29 • U.S.C. § 216(b) to decide whether appellees’ overtime claims were exempt from the FLSA. Even assuming that the court erred in deciding the applicability of 29 U.S.C. § 213(b)(1), that error has no bearing on the court’s power to decide those issues. See Great Lakes Carbon, 624 F.2d at 826. Federal courts have jurisdiction to determine jurisdiction, Dental Cap. Leasing Corp. v. Martinez (In re Martinez), 721 F.2d 262, 264 (CA9 1983), and adoption of Giles’ argument would disregard those principles that prescribe federal courts’ authority to assume jurisdiction. See Marshall v. Bd. of Ed., 575 F.2d 417 (CA3 1978). But cf. Benson v. Universal Ambul. Serv., 675 F.2d 783 (CA6 1982) (<HOLDING>). Accordingly, we conclude that the district Options: A. holding that the mere delivery of documents does not confer jurisdiction B. holding that a choice of law provision is not sufficient to confer personal jurisdiction over a nonresident defendant C. holding under flsa D. holding that the flsa does not preempt state law contract provisions that are more generous than the flsa demands E. holding that the flsa does not confer jurisdiction over ambulance services

assistant: The best answer is E. holding that the flsa does not confer jurisdiction over ambulance services
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 is a corporation duly incorporated, validly existing and in good standing under the Laws of Ohio and has all requisite corporate power and authority to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect . Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Law of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Second Amended Articles of Incorporation of the Company (the “ Company Articles of Incorporation ”) and the Amended and Restated Code of Regulations of the Company (the “ Company Code of Regulations ”), as amended to date, and each as so made available is in full force and effect. The Company is not in material violation of any of the provisions of the Company Articles of Incorporation or the Company Code of Regulations.

assistant: Organizations
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 Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the decisions of other jurisdictions on the matter of presenting ineffectiveness claims within a collateral proceeding. A handful of jurisdictions impose an absolute rule, similar to the rule announced in Hubbard. Most jurisdictions considering this issue, however, express a clear preference that ineffectiveness claims be raised in collateral review proceedings. For example, the federal courts have generally recognized that ineffectiveness claims are not appropriate for direct appeal, but should be raised in a collateral action. These courts recognize that exceptional circumstances may exist where the ineffectiveness is patent on the record and therefore, can be addressed on direct appeal. See, e.g., United States v. Cronic, 466 U.S. 648, 659, 104 S.Ct. 2039, 80 L.Ed.2d 657 (1984)(<HOLDING>); see also United States v. Gambino, 788 F.2d Options: A. recognizing that the burden of persuasion for a showing of prejudice was on the defendant B. holding that denial of effective crossexamination is constitutional error of the first magnitude and no amount of showing of want of prejudice would cure it C. holding that an assertion of prejudice is not a showing of prejudice D. holding that it may not E. recognizing that counsels conduct may be so egregious that no amount of showing of want of prejudice would cure it

assistant: The best answer is E. recognizing that counsels conduct may be so egregious that no amount of showing of want of prejudice would cure it
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: Schedule 2.19 sets forth a list of each material insurance policy and fidelity bond which covers Seller or its businesses, properties, assets, directors or employees (the “ Policies ”). Such Policies are in full force and effect in all material respects, all premiums thereon have been paid, and Seller is not in material default with respect to its obligations under any such Policy. Seller has not received any written notice of cancellation or non-renewal of any such policy or bond.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall continue in effect until December 31, 2018 (the “Initial Termination Date” ); provided , however , that this Agreement shall be automatically extended for one (1) additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date, unless the Company elects not to so extend the term of the Agreement by notifying Executive, in writing, of such election not less than sixty (60) days prior to the last day of the Term as then in effect.

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: Neither Purchaser nor its Affiliates has retained any agent, broker, investment banker, financial advisor or other firm or Person that is or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Secured Party may sell the Collateral without giving any warranties as to the Collateral. Secured Party may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

assistant: Warranties
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 ALJ did not have the discretion to forgo consultation with a medical advisor. The requirement that, in all but the most plain cases, a medical advisor be consulted pri- or to inferring an onset date is merely a variation on the most pervasive theme in administrative law — that substantial evidence support an agency’s decision.” Id. at 79-80. As the Seventh Circuit explained in Eichstadt v. Astrue, 534 F.3d 663, 666 (7th Cir.2008), “SSR 83-20 addresses situations in which an ALJ finds that a person is disabled as of the date she applied for disability insurance benefits, but it is still necessary to ascertain whether the disability arose prior to an even earlier date— normally, when the claimant was last insured.” See also Key v. Callahan, 109 F.3d 270, 273-74 (6th Cir.1997) (<HOLDING>). Further, the Tenth Circuit, in Blea v. Options: A. holding that the alj erred in determining that the claimant was disabled when a retrospective diagnosis along with all other medical evidence supported a finding of disability B. holding that the testimony of a nonexamining medical advisor does not constitute evidence sufficient to override the treating physicians diagnosis C. holding that retroactive award of benefits proper remedy where district court made finding that claimant was disabled D. holding that no medical advisor was necessary when the evidence did not indicate that the claimant was disabled before his dli E. holding that opting for conservative treatment instead of surgery is not substantial evidence that the claimant was not disabled

assistant: The best answer is D. holding that no medical advisor was necessary when the evidence did not indicate that the claimant was disabled before his dli
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 failure or delay on the part of any party to this Agreement in exercising any right or remedy under, or pursuant to, this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy or power preclude other or further exercise thereof, or the exercise of any other right, remedy or power. The remedies in this Agreement are cumulative and are not exclusive of any remedies provided by law.

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: resulting therefrom we believe is excusable.” Id. What distinguishes this case from Coconi-no Pulp is that, here, the secretarial error was neither inadvertent nor clerical; it was intentional action on a matter requiring some legal competence. When an attorney entrusts such matters to a secretary, it is ordinarily not enough, when something goes wrong, for the attorney to later say, “My secretary was inexperienced.” If that is all it takes to show excusable neglect, filing deadlines are open-ended. On a related matter, we agree with Defendants that Rule 6(b), Arizona Rules of Civil Procedure, cannot be interpreted to extend the twenty-day appeal deadline provided by the arbitration statute, A.R.S. section 12-133. See Varga v. Hebern, 116 Ariz. 539, 541, 570 P.2d 226, 228 (App.1977) (<HOLDING>). III. Defendants request an award of Options: A. holding that rule 6b cannot be construed to nullify the specific provisions of the statute B. recognizing that a contract is to be construed to give reasonable effect to each of its provisions C. holding that rule of construction that specific statutory provisions control general ones should not be applied where provisions can be harmonized D. holding that statutory provisions cannot be read standing alone instead they must be construed in light of the entire act of which they are a part E. holding that the words and provisions of a statute must be construed in a harmonious way

assistant: The best answer is A. holding that rule 6b cannot be construed to nullify the specific provisions of the 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 legal provision and list the applicable contract clause categories. Provision: The Company shall pay all documentary, stamp or other transactional taxes and charges attributable to the issuance or delivery of shares of the Common Stock upon conversion; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance of delivery of any certificate of such shares in a name other than that of Holder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: emotional distress to Plaintiff. Notably, the object of Defendant Manley’s engagement in investigating and arresting Plaintiff was clearly not for the benefit of Plaintiff. Rather, Defendant Manley undertook this' obligation for a law enforcement purpose, to investigate the illegal sale of PCP and apprehend those involved, for the benefit of the community. While the investigation of Plaintiff as a suspect in criminal activity and his related arrest may be emotionally distressing to Plaintiff if conducted negligently, it does not form the type of relationship or undertaking between Defendant Manley and Plaintiff that would give rise to a negligent infliction of emotional distress claim. See Aubin v. District of Columbia, No. 14-02133 (RJL), 2016 WL 509283, at *6 (D.D.C. Feb. 8, 2016) (<HOLDING>). Plaintiff has not pled any additional facts Options: A. holding neither a phone call by the police requesting an arrestee to come to the station for questioning nor the questioning of an arrestee at the station was a seizure within the meaning of the fourth amendment B. holding that transportation of arrestee to police station is service of police under the ada C. holding that police officer did not subject arrestee to excessive force by requiring him to stay outside in cold temperatures during an investigation that lasted more than an hour D. holding a police officer did not have the requisite relationship with or undertook an obligation to an arrestee that implicated the arrestees emotional wellbeing E. holding that a police officers rape of an arrestee was outside the scope of his employment

assistant: The best answer is D. holding a police officer did not have the requisite relationship with or undertook an obligation to an arrestee that implicated the arrestees emotional wellbeing
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: mobile home because the comprehensive terms provided in N.C. Gen. Stat. § 20-72(b) had not been met might be germane to our analysis if tort law or liability insurance coverage were implicated. But see N. C. National Bank v. Robinson, 78 N.C. App. 1, 336 S.E.2d 666 (1985) (declining to apply the MVA even where the cause of action was the tort of wrongful conversion because the dispute primarily involved, “not an automobile accident case,” but, rather, security interest and entrustment issues arising out of “a business transaction in which the policies underlying the private UCC law [were] fully implicated”). The fact that the Hayes Court expressly limited its holding to these circumstances has been emphasized by our courts on several occasions. See, e.g., id. at 9, 336 S.E.2d at 671 (<HOLDING>); Roseboro Ford, Inc. v. Bass, 77 N.C. App. Options: A. holding in a case involving denial of coverage under an insurance contract that the location of documentary evidence related to insurance coverage mattered less than the location of the underlying tort suits B. holding that the plaintiffs asserted legal basis for coverage is irrelevant to the determination of whether the insurance policy provides coverage and instead looking to the facts underlying the claim for coverage C. recognizing that the virginia supreme court has consistently applied the one year statute of limitation to defamation actions D. recognizing that the supreme court has consistently applied an analysis keyed to economic realities E. recognizing that the supreme court in hayes consistently limited its holding that the mva title provisions applied instead of the ucc to cases involving tort law and liability insurance coverage

assistant: The best answer is E. recognizing that the supreme court in hayes consistently limited its holding that the mva title provisions applied instead of the ucc to cases involving tort law and liability insurance coverage
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 the trial court and will be sustained’ on review absent' an abuse of discretion. Id. The State is correct that Johnson’s cooperation with the police is an insufficient statutory ground to justify the downward departure sentence. The statutory mitigating factor of cooperation is found in section 921.0026(i), Florida Statutes (2011). Cooperation requires more than a confession to .the authorities after arrest and guilty, plea. See State v. Knox, 990 So.2d 665, 668 (Fla. 5th DCA 2008). “A departure sentence is not warranted where a defendant merely “cooperated after [the] offense was discovered because that cooperation did not solve a crime.”” Id. Johnson’s cooperation did not resolve the current offenses or any other offense. See State v. White, 894 So.2d 293, 294 (Fla. 2d DCA 2Q05)(<HOLDING>). See also State v. Collins, 482 So.2d 388 Options: A. holding that agents promise to inform prosecutor of defendants cooperation does not render a subsequent confession involuntary B. holding that an officers promise to bring defendants cooperation to the attention of the prosecutor did not make confession involuntary C. holding that confession was voluntary although agents had promised to inform prosecutor of defendants cooperation D. holding that federal agents indication to defendant that his cooperation would be reported to the united states attorney did not make defendants confession involuntary E. holding that cooperation was insufficient where the defendants cooperation was based on his confession to the charged crimes

assistant: The best answer is E. holding that cooperation was insufficient where the defendants cooperation was based on his confession to the charged crimes
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 issuance, delivery, vesting, and retention of Stock, cash or other property under an Award are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary. The Administrator may hold back shares of Stock from an Award or permit a Participant to tender previously-owned shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum withholding amount consistent with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts withheld pursuant to this Section 6(a)(6) will be treated as though such payment had been made directly to the Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2145, 165 L.Ed.2d 92 (2006) (noting that SLUSA “does not itself displace state law with federal law but mak urt observed, the complaints alleged that “the false promise of best execution .,. induce[d] [Plaintiffs] to purchase or sell securities through Schwab for a fee, and [] caused losses directly resulting from what clients believed . to be legitimate securities transactions.” The net price obtained when purchasing or selling a security is plainly material to a buyer or seller, and the alleged breach here coincided with-securities transactions. See Kurz, 556 F.3d at 641 (finding that an argument “that the duty of best execution is not in connection with the purchase or sale of securities ... is frivolous, given Dabit ”) (internal quotation marks omitted); Newton, 135 F.3d at 270 (<HOLDING>); Rayner, 248 F.Supp.3d at 504 (holding that Options: A. holding breach of best execution duty is a material misrepresentation in connection with the purchase or sale of the securities B. recognizing a duty of best execution under federal securities law C. recognizing a 10b claim for breach of duty of best execution D. holding that a plaintiff alleging securities fraud must show that a defendant 1 made a material misrepresentation or a material omission as to which he or she had a duty to speak 2 with scienter 3 in connection with the purchase or sale of securities E. holding that slusa preempts claims which allege a material misrepresentation or omission in connection with the purchase or sale of securities whether or not that allegation is an element of or otherwise necessary to the putative state claim

assistant: The best answer is A. holding breach of best execution duty is a material misrepresentation in connection with the purchase or sale of the securities
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: address entitlement to benefits or level of benefits for employees who have lost employment due to fault, and leaves open the question of whether any consequence should attach to termination from post-injury employment for fault. Therefore, the statute is ambiguous, and we attempt to discern the Legislature’s intent. [¶ 9] Prior to 1992, Maine’s Workers’ Compensation Act did not include a provision analogous to section 214(1)(D) and (E). See 39 M.R.S.A. § 55-A (Pamph. 1987); 39 M.R.S.A. § 55-B (Supp. 1989). In several decisions construing pre-1992 versions of the statute, we determined that an employer could not terminate or reduce benefits when the employee was fired from post-injury employment for fault. See Bernard v. Mead Publ’g Paper Div., 2001 ME 15, ¶ 9, 765 A.2d 576, 579 (<HOLDING>); Cote v. Great N. Paper Co., 611 A.2d 58, 59 Options: A. holding pursuant to former title 39 that termination for fault did not constitute grounds for discontinuing benefits B. holding that the mere application for other benefits is not fault C. holding that a termination of benefits must go handinhand with a termination of the liability of an employer D. holding there were no grounds for challenging in a termination proceeding the alleged failure to comply with the ada in the provision of services because services are not required by the termination statute E. holding failure of reemployment drug test did not constitute grounds for reducing employees benefits

assistant: The best answer is A. holding pursuant to former title 39 that termination for fault did not constitute grounds for discontinuing 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 case excerpt and choose the best holding from the options. Case excerpt: 144 (11th ed.2005) (emphasis added). Here, the song file is never returned because, according to Plaintiff, Pandora deletes the file upon completion of the song. See Compl. ¶ 20. Moreover, merely alleging that subscribers “borrow” sound recordings does not suffice to identify the particular conduct the subscriber undertakes to use the file. See Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (“[t]hreadbare recitals of the elements of a cause of action, supported by mere eonclusory statements, do not suffice.”). Plaintiff also fails to confront the fact that Pandora’s Terms of Use, which govern a subscriber’s use of the Pandora internet radio service, foreclose any borrowing or use of any temporary song file supplied by Pandora. Cf. Apple Inc. v. Psystar Corp., 658 F.3d 1150, 1159 (9th Cir.2011) (<HOLDING>). In particular, the Terms of Use plainly state Options: A. holding that a party seeking to compel arbitration must establish the existence of an arbitration agreement and show that the claims raised fall within the scope of that agreement B. holding misuse of copyright because of limitations imposed on licensing agreement C. recognizing a presumption that the issuance of a permit by the state engineer allowing recognized irrigation water rights to be shifted to other users works as severance of those water rights from the land D. holding that the uniform commercial code specifically encompassed a software licensing agreement E. holding that licensing agreement controlled the scope of the users rights in the software

assistant: The best answer is E. holding that licensing agreement controlled the scope of the users rights in the software
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: any such description is not an endorsement , certification or guarantee by airbnb about any member , including of the member 's identity or background or whether the member is trustworthy , safe or suitable .

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: Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. In addition, the pronouns used in this Agreement shall be understood and construed to apply whether the party referred to is an individual, partnership, joint venture, corporation or an individual or individuals doing business under a firm or trade name, and the masculine, feminine and neuter pronouns shall each include the other and may be used interchangeably with the same meaning.

assistant: Construction
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: 538 U.S. 720 KANSASv.NEBRASKA. No. 126, Orig. Supreme Court of United States. Decree entered May 19, 2003. 1 ON BILL OF COMPLAINT. 2 The Final Report of the Special Master is received and ordered filed. DECREE 3 This cause, having come to be heard on the Second Report of the Special Master appointed by this Court, and on the Parties' Joint Motion for Approval of Final Settlement Stipulation, which accompanies said Report, IT IS HEREBY ORDERED THAT: 4 1. The Final Settlement Stipulation executed by all of the parties to this case and filed with the Special Master on December 16, 2002, is approved; 5 2. This action is recommitted to the Special Master for the sole purpose of deciding procedural questions arising in the completion by the state parties of the RRCA Groundwater Model pursuant to the binding procedures prescribed by the Final Settlement Stipulation. All claims, counterclaims, and cross-claims for which leave to file was or could have been sought in this case arising prior to December 15, 2002, are hereby dismissed with prejudice effective upon the filing by the Special Master of a final report certifying adoption of the RRCA Groundwater Model by the state parties.

assistant: 11
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 two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signature (including signatures in Adobe PDF or similar format).

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: Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the mail by certified or registered mail, with postage and fees prepaid, addressed to Holder to his address shown in the Company records, and to the Company at its principal executive office.

assistant: Notices